The Great And Powerful Fairy Tail
by Overlord Sombra
Summary: Three outcasts converge on Ponyville and get swept up in adventures they'd never even dreamed of. It all started when Trixie Lulamoon returned to town looking to destroy the alicorn amulet... Fairy Tail Crossover with MLP: Friendship is Magic
1. Outcasts Unite!

The Great and powerful Fairy Tail

Chapter 1: Outcasts unite!

Equestria; a place of plenty. A place without war, famine, and suffering...yeah right... Trixie glared out the window of her makeshift treehouse.

...Okay, it wasn't really a treehouse. it was originally a tent she'd pitched up that had blown up in to the tree by a powerful wind storm...yeah... needless to say it didn't make for a good night's sleep when one could hear the gusts of wind approaching like a locomotive running at full speed every 45 seconds...and don't even ask about how it felt when those gusts actually hit...

she knew the truth was to the contrairy. It may be free of war, but not conflict; and certainly not suffering, not if her own wasn't even to be counted. She sighed dejectedly. "...looks like its back to the rock farm..." then she shook her head. No... she wasn't going to be a burden on them by going to them again so soon after the first time...but...

Her memory went back to the events of her return to Ponyville, when the Alicorn amulet possessed her and made her enslave the entire town. she was locked inside her mind, helpless to do anything as she watched through her own eyes as that corruption made her do those terrible things. certainly, she was hardly an angel like Twilight Sparkle and her cabal of friends...but to enslave an entire town? she had no love for the place, but she never intended for any of that to happen.

...and then there was the dreams... horrible dreams that would turn into nightmares as twisted demonic parodies of the Ponyville citizens would back her into a corner...her magic not working at all... and start tossing her about like a ragdoll, laugh and taunting "Look at her! the 'Meek and Powerless Trixie! Hahahahaha!" and other such things... until Twilight would appear.

"Stop!" she would call out, causing the others to clear a path for her and her friends.

"Oh, thank goodness, somepony with a heart!" Trixie would plead, only for that hope to be dashed as the puple unicorn and her friends would warp into similar abominations as the rest of them.

"...Oh, I wouldn't say that...I still have to get you back for all the trouble you caused..." Her eyes become pools of black with shining red lights within. Her face contorts into a psychotic grin lined with sharp jagged teeth. Her alicorn wings warp into satanic bat wings, dripping with blood...

"What?! but you said you forgave me!" Trixie pleads.

"Ha! Forgive you?! That's a laugh!" she taunts. "...No...I want you to suffer..." The demonic Twilight Sparkle's horn simmers with a noxious black aura. "...Suffer like the weakling you are..." a wave of black magic blasts her back.

Trixie stumbles back to her hooves as The demonic ponies slowly advance on her. Suddenly, she feels a strange urge driving her to look down. The familiar sight of the alicorn amulet greets her. "What?!"

"Go ahead..." the demonic Twilight said, that cruel grin never leaving her face. "...use it." the cursed amulet seemed to clasp itself around her neck. "You know you could never match me without it; as patheticly weak as you are!"

"No! I'm never using it again!" Trixie would always protest.

Then would come a new voice. A deep growling voice that seemed to come from within the amulet itself. "Awww...but don't you remember how much fun we had?" it would taunt. "...All those wretched ponies cowering in fear of you...do you mean to tell me that it didn't exhilerate you to have them bowing before you instead of looking down on you as the scum of the universe?" Trixie couldn't deny that she hated being looked down upon for so long. it was because of this that "The Great and Powerful Trixie" came to be in the first place. "Like you weren't even worth a second glance? All you ever wanted was to dazzle them and make them happy with your special talents..." Tears were welling in her eyes as the scenario continues to play through her mind. "...And yet..." The alicorn amulet flares to life and she now becomes a spectator as she watches herself become enveloped with its dark red glow. A shock wave bursts forward, Reducing the demonic twilight and her gang of twisted monsters to smouldering charcoal... leaving only she...and her other self; now also twisted and corrupted. Her twisted reflection turned its menacing gaze to her. "...THOSE WRETCHED INGRATES FORSAKE YOU! JUST LIKE YOUR PARENTS DID!"

As always, this would mark the end of her nightmares as she would wake up drenched in a cold sweat. Today was no exception. She hadn't had a decent night's sleep since these nightmares began a couple weeks ago. She inched her way out to the entrance of her tent, which still hung dangling from its wooden prison, and looked down to the ground. she judged it to be about ten feet down. "...Okay... time to regain my barings..." she said more to herself then anyone else.

-Canterlot Castle: Unknown chamber-

Deep within the halls of Canterlot Castle, there was a room used to store all manner of Magical artifacts. Princess Celestia often visited this room in order to check on one particular object. A large mirror; its frame shaped like a horseshoe, and its sleek surface seemed to shimmer with an otherworldly glow. This mirror, it was discovered, was a gateway into a strange foreign world in which magic doesn't exist and was inhabited by strange creatures called humans... The reason that the princess would visit this artifact was an old student of hers.

There was a unicorn named Sunset Shimmer. this young pony had been her student before Twilight Sparkle, and even in her absence in that other world, had come to be Twilight's equal in almost every way. either one could rival her own power one day... According to Twilight, however, Sunset had come to see the errors of her ways and now works to redeem herself. Twilight assured her that she would be proud of how much Sunset had matured in such a short time. Two months had passed since that day, and Equestria was still recovering from the damage caused by the demonic centaur Tirek. Coincidentally, the three day window in which the gateway was open had begun. She'd been staring at the mirror for a little over an hour by this point, for even now, she prayed for Sunset's well-being.

A crestfallen sigh escapes her as she turns and begins to exit the chamber. The crackling discharge of magic from the mirror makes the alicorn spin back around. her wide-eyed visage of temporary shock was replaced by a gentle smile as a familiar unicorn mare stumbled through the rippling surface of the mirror. tears of joy began welling in her eyes as she approached her old student. "Welcome back, Sunset Shimmer..." she said; her voice shaking ever so slightly.

The young unicorn looked up, a mix of surprise and fear on her face. "...P-princess?!" She stood slowly, her gaze fixed on the ground in front of her hooves. "...I...I'm-"

The Princess cut her off by lifting her chin upward to make her look back up into her eyes. "...Shhh..." she cooed softly. "There is no need to say anything..." she then pulled Sunset into motherly embrace. "...all this time... I've waited for you all this time, praying that you'd return..."

Sunset was in tears. "I...I'm sorry!" she sobbed. "...I...I just-"

"Shhhh. I forgave you a long time ago..." The princess whispered.

The two spent the better part of three hours talking and catching up on the state of things. Sunset was shocked when she heard about the events that transpired with Tirek; how he very nearly conquered all of Equestria in a few short days... and Princess Twilight and her friends unlocking some long dormant power from the tree of harmony in order to defeat him and send him back to Tartarus where he'd been imprisoned since before the reign of herself and Princess Luna; It had in fact been the legendary Starswirl the bearded who had banished him the first time.

Then came the reign of King Sombra of the Crystal Empire; who coincidentally also very nearly conquered the nation in a very short time... not with raw power as Tirek did, but with cunning tactics and ruthless tenacity. the dark unicorn was forever marked as a brilliant and terrifying tactician after his reign came to an end. She was equally shocked to discover that the lavender unicorn now possessed her own castle, which apparently looked like a giant crystalline tree house. The Fiery maned unicorn couldn't even comprehend that 'The' Discord, the spirit king of chaos himself, played a major role in Twilight's victory.

"I can't believe I've missed so much..." Sunset said with a sigh.

"Indeed..." a new voice said. The two looked to see Pirncess Luna standing in the doorway. "You have missed a great deal, Sunset Shimmer. Welcome back to Equestria." The dark princess regarded Sunset with a gentle smile, having heard of her reform from Twilight as well as having been standing in the door for a good while listening to their conversation, waiting to see how long it would taking them to notice her presence. The princess of the night then joined the conversation and told of the adventures...and misadventures... of the various ponies that she'd helped and gotten to know since her return from banishment.

...In the sky somewhere between Cloudsdale and Ponyville...

A young pegasus mare stared gloomily over the edge of the sky chariot as the moving pegasai pulled it along. Her golden-yellow mane flared behind her as they flew away from Cloudsdale, her original home town; and heading towards the small town of Ponyville. Some agricultural community about a couple hours away from Canterlot by train. Lightning Dust didn't mind, ever since what happened at the wonderbolt academy with Rainbow Dash, she appreciated every opportunity she got to be alone with her thoughts.

As she looked out over the fields, they transitioned to a forest of intricately placed trees. Apple trees. Ah, the famous 'Sweet Apple Acres' that she'd heard so much about. She was going to be staying with her cousin, Ditzy. Celestia bless that mare, but she was so accident prone, that it wasn't even funny...anymore. She looked forward to see something that made her do a double take. A big crystalline castle glimmered in the sunlight for all to see. It was truly a spectacle to behold. "...No way..."

"First time seeing Princess Twilight's Castle?" one of the two pegusai pulling the carriage asked. She couldn't answer with words, only a bewildered nod.

"When did THAT happen?!" she asked in amazement.

"Heh... right after the Tirek crisis." was the response.

Lightning Dust grinned. "I totally have to see it up close!" she declared. it had been a while sinse she felt excited about something, she couldn't help but think back to that moment at the Wonder Bolt Academy...

...Flash Back...

"It isn't just about pushing yourself! It's about pushing yourself in the right direction!" Spitfire admonished. she ripped the golden badge off her training uniform and pointed towards the main complex. "...My office...ten minutes..."

She had begun to realize how idiotic she'd been. with a defeated sigh, she turned towards the academy. she looked back at Rainbow dash and her friends said one thing. "...I'm sorry..."

...End Flash Back...

She didn't really care to remember what fallowed as it consisted of her having to prepare a formal apology to all the other cadets and Rainbow Dash and her friends who got caught in her tornado. On top of that she had to explain to her father, a former Wonderbolt himself, why she was sent home early. Needless to say, that wasn't her finest hour. Labeled a disgrace by her father and all her cloudsdale peers, she really had no choice but to find somewhere else to start over.

As she looked back to the glimmering castle, however, her smile returned. "well...here's to a fresh start..." she said softly to herself. Little did she realize, that living in the same town as the only relative aside from her mother who didn't outright blacklist her, was the one mare that she'd wronged the most. Rainbow Dash...

...Meanwhile...approaching Ponyville from another direction...

Trixie grumbled in agitation, cursing her existence for the twelvth time that afternoon when she found herself coming up towards Ponyville. "...It's like fate wants me to end up lynched..." she said bitterly. the jaded unicorn continued down the path until she saw something new. "Oh! Nope, it just wants to continue rubbing the eternal success of "Princess Twilight" in my face untill I lynch myself..." she said with a humorless laugh.

The reason for her statement being a certain crystal castle shimmering proudly in the sunlight... "Really? she has her own CASTLE NOW?!" How did this happen? when did this happen...? why...?

Now are you convinced? You NEED MY POWER! A familiar voice hissed in the back of her head. ...Reclaim it... Claim her beautiful castle as your own... reduce it to rubble...It doesn't matter to me...

"Well, it does matter to me..." she hissed back after quickly checking to ensure nopony could hear her. "...If I ever see your stupid amulet again-"

You'll what, hmm? destroy me? you know you're no where near strong enough or smart enough to accomplish that... it taunted, cuting her off mid-sentence. ...But by all means, try...either way, you'll have to aquire the amulet to do so... Trixie glared as though she would kill the tree before her with her gaze. ...You look angry...do you wish to strike at me? inflict pain on me?

She grit her teeth. "...Don't tempt me..." she growled. "You'll get what you deserve...I only hope i'm the one to do it..." Trixie hated when, whatever sort of demon this was, taunted her like this. she could only tune him out for so long... She was actually mulling over the idea of asking Twilight Sparkle for help with this 'problem' she only hoped that she wasn't walking into her demise.

...Heheheheh... as I said, go ahead and try. No mere pony denies Blood Dust his prey for long... he said smugly, finally giving his name. Blood Dust, huh...?

She continued walking into Ponyville; The wheels of her small wagon squeaking as she went, trying to avoid the stares she was getting. she looked around herself. Ponyville, like the 'Chaos Crisis' as it had been called, was the epicentre of the Tirek Crisis; and it showed. about half the town had been leveled during the final confrontation, she'd heard. The ponies were putting on braver faces, but the aftermath of the battle was everywhere. Everywhere Trixe looked, what she saw was blast craters, injured ponies and crumbled builings being rebuilt... "...All this destruction..." she muttered to herself. The blue coated mare thought back to her experience of the Tirek Crisis. She'd been at Rainbow Falls at the time...

...Flashback...

She trotted up the road from the train station along with a whole crowd of ponies who all looked like they'd packed up everything they owned. she turned to the stallion next to her. "going on a long trip?" she inquired, just trying to make small talk.

The earth pony looked at her incredulously. "Have you not heard what's going on?"

Trixie blushed. "ahem...well, uh... I've been traveling alot, lately..." she defended awkwardly. "haven't really stayed in one place long enough to get a sense for current affairs..."

The stallion chuckled humorlessly. "Heh, smart idea... listen though, You steer clear of Canterlot now, y'hear?"

Trixie tilted her head inquisitively. "Why, what's going on?"

The Stallion's expression went dark. "...The city's turned into a warzone..." he said grimmly.

She blinked...

She blinked again...

"What?!"

"...A hoof-full of us decided to get the buck outta dodge...pack up and leave before "It" found us...but it looks like we ain't the only ones who had that idea..." he continued.

Trixie was now feeling very afraid. "Before...what found you?" she asked nervosly, voicing her thoughts.

Another pony joined the conversation. A pegasus mare with a pale yellow coat with azure mane and tail, and silver rimmed glasses over aquamarine eyes. "It was a centaur! some demonic centaur with the power to suck out every ounce of a unicorn's magic, and even a pegasus' ability to fly!"

Trixie gasped. "Such magic exists?! that's terrifying!"

The pegasus nodded and pushed up her glasses before continuing. "My brother is in the royal skygaurd, and he says that this thing escaped from Tartarus after being locked up there since the days of old Starswirl the bearded..."

Another voice rang out. "Yes! two Thousand nine hundred and forty seven years to be precise!" gasps and shreiks of terror drowned out almost everything else as the owner of the voice revealed himself in all his terrifying glory. His massive red form towering over the tallest pony... it had to be "Him" ...whoever he was... A centaur who looked like he could take on a dragon and not only win, but barely break a sweat doing so.

It was total anarchy after that as the giant centaur magically lifted ponies into the air by the dozen and sucked some kind of energy out of them; leaving them looking almost like corpses. Their cutiemarks disappeared and their eyes became murky and grey, as though they were blind. They then dropped lifelessly to the ground like ragdolls.

The monster then turned his eyes to her...-

-THUD!-...and end flashback...

She stumbled back as whatever it was that she walked into jerked her back to reality. "Ah! Sorry, I wasn't paying attention-" She babbled in panic.

Before her was a familiar pink maned pegasus. "...Oh, um... It's okay..." she said quietly with a small smile. what was her name again...? Trixie looked at her to see that she had apparently stepped in the way because there was a line of ducklings crossing the road. the pegasus shuffled her hooves awkwardly. "...Um... S-sorry for jumping in your way like that, but...um... you were going to walk right into these little duckies if I hadn't..."

"Oh, uh...sorry." Trixie said awkwardly. Another uncomfortable silence fell over the two. "Um..." she began. "...I'm sorry, what was your name again?"

"Oh, it's Fluttershy" she said with a timid smile returning to her face. Right! that's what it was...

It was Trixie's turn to shuffle awkwardly. "Right. Fluttershy...um do you know where i can find...P...p-princess Twilight?"

Fluttershy frowned. "You aren't here to cause Twilight more trouble, ARE YOU?"

'Oh crap! they still remember the amaulet incident...' "NO! I'm here because..." Trixie trailed off. They still hated her here...not that she could blame them. 'I knew it was pointless to come looking for help...'

The unicorn's distress did not escape Fluttershy's notice, for she seemed to grow more distraught by the minute. "...Um...are you alright?"

Trixie finally broke down. "NO I'M NOT!" her sudden outburst causing Fluttershy to jump back with a yelp. "It's that STUPID AMULET! there's something in it. Some kind of demon or something, I dunno. I've been hearing some messed up voice in my head ever since I took that STUPID...CURSED THING OFF AND THE ONLY WAY TO MAKE IT STOP IS TO DESTROY IT OR THE DEMON...!"

She had to stop and take a breath when she realized that entire rant was all in one breath. "I'm here because I have to destroy that cursed thing...but I can't do it alone." Tears were pouring from her eyes now. "...I need help..." she sobbed.

Fluttershy couldn't believe what she was hearing and seeing. Straight from first greeting, she could tell that the mare had changed. Gone was the arrogant demeanor and iredeamable braggart. in her place was somepony broken and desperate. somepony at the end of their rope and barely hanging on. Now here she was. crying her eyes out, begging for help. she pulled Trixie into a gentle hug. "Shhhhhhh...there there, please don't cry." she said softly. "I promise, I'll take you straight to Twilight okay?"

Trixie pulled away to look the pegasus mare in the eye. "-sniff- really?"

Fluttershy nodded. "Come on, let's go see her now." she paused. "...well, that is...unless you'd rather wait til later..."

Trixie wiped the tears from her face and smiled. "N-no...now would be great..." And so the two were about to set off for the crystal castle when some angered shout drew their attention elsewhere.

Lightning Dust had finally arrived in Ponyville and was familiarizing herself with the town. as she'd learned and seen, barely half the town was still standing after Tirek was defeated. so it came at a heavy price. Her cousin Ditzy was walking next to her, helping her carry her luggage home. "Thanks again for letting me stay with you for a while, Ditzy. I really appreciate it." she said.

Her cousin laughed. "Oh, it's no trouble, Dusty!" she said cheerfully. " A lot of ponies are out of a home after what happened. I've been helping all over the place with anypony who needs it. There's another pony staying with me too, so ya might have to share a room..."

A roomie, huh? "I guess that's okay." Lightning Dust said nonchalantly. "Beggars can't be choosers, right?"

"What are YOU doing here?!" a familiar voice demanded angrily.

Lightning Dust sighed warily before turning to see the owner of the voice, glaring disdainfully at her. "Rainbow Dash..." she greeted calmly.

The rainbow maned mare got right up in Lightning Dust's face. "You didn't answer my question!" Rainbow Dash barked.

Ditzy Doo, better known as "Derpy" by the locals and a few family members, forced herself between the other two. "Dashie, Stop it!"

"Get outta the way, Derpy!-"

Lightning Dust's eye twitched. she hated it when ponies insulted her family, no matter who it was. "Don't call her that!" she snapped. "Her name is Ditzy Do, not "Derpy"!"

The cross eyed pegasus looked at her cousin in worry. "Dusty, that's not helping!" she begged, tears in her eyes now.

Rainbow dash glared at Lightning dust again. "Go hug a cactus, Lightning Dust!"

"Everypony, please...settle down!" Rainbow Dash turned to see Fluttershy and-

"Trixie! what are YOU doing here?!"

Trixie returned Rainbow Dash's glare. "I'm here to destroy the alicorn amulet." she replied coldly. "...and I don't require your permission for that."

Rainbow stared at the azure mare. "Hah! As if you could pull that off on your own!" She laughed.

Trixie merely arched an eyebrow. "I have no such delusions of overcoming a demon that even Starswirl the bearded could not best..." she stated flatly. "I may be known for telling tall tales for the sake of entertaining a crowd, but I don't lie about things that can lead to a potential crisis..."

Now it was Rainbow dash's turn to gawk. Lightning dust and Derpy shared a nervous look. "What kind of monster are we talkin' here?" Lightning dust asked.

Trixie sighed. "I don't know, but he calls himself 'Blood Dust'" She confessed. "...and all he wants is to bring destruction everywhere he goes."

Awwww... not "everywhere"... only places with ponies that anger us-

"SHUT UP, BLOOD DUST!" Trixie blurted out angrily glaring at an empty space.

Rainbow Dash blinked at the display. "Do I even want to know?"

Trixie's eye twitched. "...Not much for paying attention when somepony explains something to you, huh?" she asked snidely.

Rainbow Dash glared in response. She was about to make some manner of comeback when she was cut off by the sudden arrival of the newly minted 'Princess Of Friendship'. "Rainbow Dash, Fluttershy! We have a problem, a HUGE PROBLEM!" Twilight Sparkle shreiked in absolute panic.

"Yeah, you bet we do, Twilight. Trixie is back and she's spouting crazy-talk as usual!" Rainbow snarked.

Twilight blinked in surprise. "wait...what?..." she fumbled her words as she turned to see that Trixie was indeed in their midst once again. "Tirxie? what are you-"

"I'm here because the Alicorn Amulete has an evil being inside it and I intend to see it destroyed." Trixie droned exasperately.

Twilight's eyes were pinpricks. "Oh, good! add that to the list of disasters today." she said with an obviously fake smile.

"Uh oh..." Rainbow Dash muttered.

Lightning Dust gave Rainbow a worried look. "...what?"

Rainbow sighed. "That look." she explained. " That's her 'total meltdown freak-out' look. " her face took on a bemused smirk. "I wonder if the princess is coming to call..."

Twilight jerked to look at Rainbow Dash. "That's exactly IT!"

Trixie and Lightning looked at each other in confusion. "Okay...and that warrants a mental breakdown...why?" Trixie asked.

Twilight's head snapped at Trixie, causing her to flinch. "Why...WHY?! It's Princess Celestia AND Princess Luna! Coming HERE! TODAY! I havent even alphabetized the castle library yet...Ive organized and re-organized it three times now, and it's still a MESS!"

Trixie drooped; a flat unimpressed look adorning her muzzle. "...Why do I get the feeling she's the only one who sees that as a problem?" Trixie asked flatly.

"Because she is..." Rainbow said with the same tone.

"...But why would they both be coming here?" Lightning Dust asked, unable to hide her confusion. "Last I checked, today isn't a holiday or anything; so what's the deal?"

"The Princess likes to discuss important issues with us in person...though she usually calls us to Canterlot for that. Maybe she's just stopping by to say hello...?" Fluttershy informed.

Trixie smiled. "well that's good, I'm finally starting to get some good luck..." she said with a sigh of releif, completly missing the twitch in Twilight's eye. "...I can bring my concern directly to Celestia and Luna's attention and be sure that something will be done, and I can finally move on with my life." she declared with renewed resolve.

Rainbow rolled her eyes. "Oh, drop the act! We all know that you have some idiotic self gratifying scheme going; all the while stroking your ego." she accused.

Trixie bristled at the comment. "I'm getting tired of your attitude!" she growled.

"Get used to it..." Lightning Dust droned flatly. "Rainbow Dash likes to hold a grudge."

Rainbow nickered with a snarl. "I DO NOT!"

"You clearly do..." Trixie interrupted.

Flutter Shy tried to break up the argument. "...um...actually, she-"

"Ya know what both of you can do?" Rainbow Dash hissed; her glare darting back and forth between Trixie and Lightning Dust. "...It involves Everfree forest, Poison Joke. and a pissed off Manticore!"

"...Um...Rainbow Dash...?" Flutter shy tried to interject once more.

"You want me to teach you a lesson?!" Trixie Challenged "I have a nice little collection of spells now; I didn't need the amulete to take you down a peg before; I definitely don't need it now!"

"QUIET!" The Voice of Twilight Sparkle boomed, enhanced by the ever famous "Royal Canterlot Voice" spell. "YOU ARE GOING TO STOP FIGHTING...NOW!" Everypony stood huddled together cowering at the sudden outburst. The Princess herself stood smiling brightly. "Good; now that I have your attention..." she began, and her expression once again turned to one of panic. "...THE PRINCESSES ARE COMING! THE PRINCESSES ARE COMING!"

...

Sunset Shimmer was accompanying the royal sisters to Ponyville to informTwilight and her friends of her return. Beside her, Princess Celestia beamed happily while Luna seemed deep in thought. "Is something wrong, Princess Luna?" The firey maned unicorn asked.

her question seemed to snap the younger alicorn back to reality. "What? ...forgive me; my mind was elsewhere"

Celestia gave her sister a questioning gaze. This was odd for her, as the Princess of night was always so focused on the task at hoof. "Is something wrong Luna, You seem distracted?"

The Night Princess sighed. "A strange occurance has been frequenting the dreamscape these past weeks, Sister..." She said warily. "An entity other then I, who actively influences dreams."

Both the Sun Princess and her former student looked at Luna in surprise. "What?" Celestia was floored. "When did this start?"

"To my knowledge, two weeks ago. I was going to bring this to your attention earlier had Sunset Shimmer not so abruptly returned." Luna's tone became serious. "I had waited for two reasons." she began. "One: It is isolated. there is only one event every couple nights; this makes the culprit difficult to track." she turned to more fully face the other occupants of the sky chariot. "...and Two: after investigation I have determined that it is the same victim every night...very odd..." '...and troubling that whoever this is has the power to lock me out of their victim's dreams whilest they work...' she finished silently.

Sunset fidgeted uneasily in her seat. "Has that ever happened before?" she asked, drawing Luna's attention.

"To my Knowledge, Not since Nightmare Moon; though when that happened it was mass Nightmare syndrome and hysteria. This is a single pony, as I stated before." Was Luna's answer.

Celestia sighed. "I suppose this means it won't be the social call I was hoping for..." she said, suddenly feeling rather exhausted...and annoyed that her hopes for a relatively good day were dashed so suddenly.

Celestia was about to comment further when she was cut off by the sound of a familiar voice amplified by a certain vocal spell... "QUIET! YOU ARE GOING TO STOP FIGHTING...NOW!"

All three passengers in the royal chariot blinked at the sudden out burst that they could hear quite clearly from the air and looked out their windows. Sunset couldn't help but chuckle as she saw Twilight down on the ground waving her hooves comedically and gesturing up at them. before her were the familiar pony counterparts of her new friends from the mirror...well... Rainbow Dash and Flutter Shy anyway; oh, there's Apple Jack coming in from the town below. presumably seeing what all the fuss is about.

There were also three others. two she only somewhat recognized from their human counterparts. One was the obnixious drama queen, Trixie, the other was the ever bubbly and cheerful...'Derpy' she was certain everyone called her. the third was a complete unknown. A seafoam green pegasus with a blond mane and tail. "What's going on down there?" was all she could say.

Celestia cleared her throat. "Please bring us down!" she called. the pegusai did as requested and slowly descended to the ground, bringing the ruckus on the ground to quiet whispers as Sunset and the Princesses exited.

Many Ponies stopped what they were doing and bowed in respect. Celestia raised a hoof to calm the murmmering. "Greetings my subjects. It is wonderful to see that repairs are going so smoothly." she gave them all a warming smile. "More aid will be coming from canterlot in a few short days. The builders are gathering resources as I speak." her words braught an air of reassurance to the crowd and they began to dispurse. "...You need only wait until then."

Celestia then turned to Twilight. "Princess Twilight..." she greeted warmly.

"...Princess Celestia..." Twilight returned the greeting with a bow. "...Is there really more relief workers coming?"

Celestia nodded. "Indeed there is. Now shall we go inside? As you can see I've brought an 'old friend' of ours with me." she said nodding towards Sunset.

Twilight, Rainbow Dash, Fluttershy and Apple Jack instantly recognized the mare. Twilight spoke first. "Uh...Hi Sunset..." she greeted awkwardly. "...when did you come back to Equestria?"

Sunset shrugged. "Just earlier today, actually..." she said trailing off slightly when Celestia spoke next.

"Shall we go inside, Twilight?" she inquired, a slight urgency in her tone. "...There is another matter that I needed to discuss with you..."

Twilight, catching the hint braught everypony into the crystal castle where they could speak in private. "Of course, Princess. There was actually something I wanted to speak to you about as well..."

Lightning Dust, Trixie, Sunset shimmer and everyone else filed into the throne room. Lightning looked up around the castle. "...So this is what it looks like in here..." she said in wonder. "Awesome digs..."

Trixie and Sunset were also unable to hide how impressed they both were. Though Trixie couldn't help but disolve to a somber air of resentment. "...sigh... Beats the hell out of my measly one pony tent..." she mumbeled, finally shedding all the extra stuff she was carrying before dropping to a sitting position. Sunset and Lightning turned their attention to her.

"What is all that?" Sunset asked. her question earned a discruntled grunt from the blue unicorn.

"...Everything I own in the world..." She grudgingly said. "...Being a Pariah and outcast doesn't make for a comfortable lifestyle..."

Sunset Shimmer looked at the pony-Trixie and smiled. "Yeah, I know what that's like..." the amber mare offered. "...I've made some stupid mistakes and spent a good while paying for it..."

Trixie looked at the other unicorn thoughtfully for a moment. "So, what did you do?" she asked, earning a sigh from Sunset.

"...I stole Princess Twilight's crown... and used it to turn into a deranged demon and attempted to brainwash an army to conqure equestria; then Twilight stopped me..." She summarized. deciding to only give the 'short version' instead of going into great detail.

Trixie Nodded. "That's pretty solid..." she admitted. "I squandered my entire stage career with a few white lies that fate decided to call me out on..." Sunset and Lightning exchanged curious looks before returning their attention to Trixie to see a humorless smile upon her face. "-Sigh-... It just had to be an Ursa..." she droned. "...Why couldn't it be a Manticore? I could handle a Manticore, but an Ursa?..."

Lightning looked at Sunset with a wry smirk. "...Uh oh, I know that look... here comes the ranting..." she whispered, getting a giggle from Sunset.

Trixie however, was completely oblivious to their brief exchange; and continued her story. "...It all started when I found my way to Ponyville for the first time. I set up the stage and did my magic show, bragging about having defeated an imaginary Ursa Major..."

"Yeah... any sane pony would consider such a thing suicide..." Sunset said bluntly...

Lightning nodded, getting an ide as to where the story was going. "...Let me guess; while you're still in town after your show... lo and behold, the real thing appears and you were powerless to stop it...?" the pegasus surmised.

Trixie nodded "...It gets better..." she said with a humorless smile. "...to add insult to injury, Twilight sparkle walks in...actually LIFTS the blasted thing and levitates it back to the everfree forest!" the blue unicorn utters a tired, wary sigh. "After all that the only pony who had lost anything was me. I lost my respect, I lost my career, and I lost everything I owned in my stage wagon when it was crushed under its foot."

Lightning gave trixie a reassuring pat on the back. "Yeah..." she said awkwardly. "...That seriously sucks..."

Trixie regarded Lightning for a moment before continuing with a much quieter and somber tone. "...It seems stories of my failure spread through equestria like a wildfire as everywhere I went, My new wagon was vandalized. Egged, grafittied and other such things. I was ridiculed and chased out of towns all over the place like my very presence is a curse of ill fortune... ponies...threw garbage at me..." tears were welling in her eyes now. Sunset and lightning looked at eachother, both sensing that Tirxie's story was only going to get worse. "...I was at an all-time low. I had become obsessed with the idea that it was all Twilight Sparkle's falt that my life had been tossed under the wagon. So i wanted to get something that would get me above her level and bring my career back; and all I did was kill it for good..."

"...The amulet you mentioned before?" Lightning Dust asked having connected the dots.

Trixie nodded, and with a sigh, she continued. "It reacted to the negative emotions in my heart; greed... petulence... dishonesty...everything about myself that I've come to despise, and it turned me into a monster that enslaved a town! It made me do so many horrible things!" she was crying now.

Lightning and Sunset took seats on either side of the crying mare. "Hey," Sunset said softly. " it's okay; you're among friends now..."

Trixie looked up from her hooves; her tears still blurring her vision as she looked at Sunset. She sniffled and wiped her tears away. "-sniff- ...f-friends...?"

Lightning grinned. "Yeah, we're in the same boat here." she said with a nod, before taking a softer tone and expression. "...us outcasts need to stick together, right?"

Trixie wiped her nose with a hoof and smiled. "Huh, here I am pouring myself out and I haven't even introduced myself yet... Trixie Lulamoon; formerly "The Great and Powerful Trixie". nice to meet you." she said with an awkward smile.

"Sunset Shimmer, former student of Princess Celestia." Sunset greeted.

"Lightning Dust, Fastest and most reckless flyer in all Equestria." The pegasus said a little sheepishly. "I let my recklessnes total the wonderbolt training ground. Blacklisted by the wonderbolts and pretty much everypony else I know except my mom in Cloudsdale and My cousin here in Ponyville"

Lightning Dust looked back at Trixie. "So...how did that whole amulet thing get worked out?"

Trixie looked back down to her hooves and said "Twilight and her friends duped me into taking it off with a show of smoke and mirrors that trumped any performance I ever could have given... and the amulet was sealed away in the everfree forest."

Their touching moment was interupted by the voice of Twilight Sparkle. "It helps when you have a lot of extra hooves helping out behind the scenes..." the lavender Alicorn said, drawing their attention. "...I believe they're called 'Roadies' in the entertainment business, right?"

Trixie nodded. "Yes. I was actually trying to put together enough bits to hire a couple roadies when I first came to Ponyville..." she admitted.

Twilight gave a sympathetic smile. "I'm sorry it didn't work out for you..."

Trixie shook her head and sighed. "...I'll bounce back some how...I always do..."

Twilight nodded. "In any case, please join us in the throne room." she said before regarding Sunset and Lightning. "All of you."

The three out cast ponies nodded and followed the new princess to the aforementioned throne room to see Celestia, Luna and all of Twilight's friends around a crystalline table that looked like a map. Luna acknowledged their entry. "Welcome; please join us." she said with a gracious nod. "Trixie Lulamoon, I understand you are the one who has been suffering the chronic nightmares; I apologize that I have not been able to do anything about them until now."

Trixie looked up at the princess anxiously. "...why not...?" she asked "...Aren't you supposed to be all powerful in the dream realm or something?"

Luna shook her head. "No being is 'all powerful' young pony." she corrected. "Though I do hold great power there, My sister and I are hardly the deities that many seem to think we are. We have limits and weaknesses like anypony else." she finished with a gentle smile. "Now tell me. You intend to destroy the alicorn amulet; how?"

Trixie slumped. "I...I don't know... I was hoping Twilight... or either of you-" she gestured to the royal sisters. "-would have some idea." she looked down at her hooves. "I know I don't have any right to ask any of you for help after the troubles I've caused, but I just don't know who else to turn to..." Sunset puts a reassuring hoof on her shoulder.

"Do not fret, Trixie." Celestia said with warm motherly tone. "You will not be alone in this."

"Totally! I told ya before, we got your back, Trix." Lightning declared. she then adressed Twilight. "How did you guys find out about this amulet before?"

The little dragon Spike answered. "Oh, we found a book about all sorts of ancient magical artifacts in the library when Trixie took over the town. there was a whole chapter about it." he chirped, unaware of the looks now falling upon Trixie.

Sunset tilted her head. "Did the book not say anything about how to destroy it?"

Spike blinked. "Uhh..." he looked between the others. "...I...I don't remember..."

Applejack scratched the back of her neck sheepishly. "We were kinda in a panic at the time..."

Rarity's ears drooped. "I don't recall anything other then the wearer being the only one able to remove it..."

There was a pregnant pause that went on for several minutes before Lightning raised a hoof awkwardly. "...Uh...I have a suggestion..." she suddenly felt some stage fright as all eyes in the room suddenly fell upon her instead of Trixie.

"...Yes?" Twilight asked encouragingly.

"...Well...its got powerfull dark magic in it right?" everypony nodded. "...then maybe we could blast it with an opposing energy to...I don't know..." Lightning hated being put on the spot during situations as tense as this... "...purify it maybe; like nuetralizing a magnet...?"

The royal sisters glanced at each other knowingly as Twilight seemed to catch on. "...And since it doesn't HAVE a wearer, it won't be able to stop us! Excellent thinking!" Twilight declared triumphantly. "Rainbowdash, Go get the amulet from Zecora!"

The rainbow maned pegasus gave a quick salute before bolting from the room, leaving her signature rainbow contrail behind her. "What's the plan, then?" Sunset asked.

Before Twilight could answer, a disembodied voice spoke, seeming to come from all directions at once. "Ohohahahaha! This is going to be good!" it laughed.

Fluttershy smiled brightly. "Oh, Discord! It's good to see you!" She said as the owner of the voice appeared levitating above them, bring a smile to Celestia's face as well.

"Indeed, Discord; as it happens, the timing of your arrival is quite fortuitous." Luna greeted.

The draconiquus turned to the Princesses. "Oh, yes indeed, Lulu..." he said with a grin at Luna's slightly annoyed look. "...It's been well over a thousand years since we've had any trouble with Blood Dust..." he intoned, emphasizing the name.

Luna's eyes went wide. "...Blood...Dust...?"

Celestia gave her sister a questioning look. "...Luna, who is this Blood Dust? I've never heard that name before...?"

Luna's face darkened. "Blood Dust was King Sombra's mentor during his fall from grace..." she slowly turned to face everypony else in the room, one by one. "...The original lord of nightmares..."

Twilight and her friends were now confused. "...The 'original'...?"

Luna put a hoof down on the crystal map table. "Nightmare Moon was not the first to delight in tormenting ponies with nightmares and other horrific illusions." she clarified. "Before Nightmare Moon was King Sombra, but before him was a dark lord known as Blood Dust. Even King Sombra himself dared not defy him. In fact the truth behind Sombra's cruelty was that he planned to eliminate Blood Dust by weaponizing the crystal heart." everypony in the room gasped. "...He simply ran out of time when Celestia and I assaulted his castle all those years ago."

Celestia was bewildered. "Luna... how do you know this?"

Luna looked back at her sister. "Think back sister..." she said sadly. "when we fought him, he took you by surprise and I had to battle him alone." her horn began to glow a gentle blue as everything around them seemed to warp to something different...

Instead of her own throne room Twilight looked around to see that of the palace in the Crystal empire. King Sombra sat on the throne. Next to him, what looked like a small model was set up. A knowing smile spread across his face as he looked up at a stained glass window in time for the royal sisters to blast though, almost as if he were expecting them...


	2. Memories And Revelations

Chapter 2: Memories and Revelations

Twilight's ear quirked at the sound of...eating? she turned and saw Discord munching merrily on a bag of popcorn. "...Discord! this is important!" she hissed, trying to stay quiet.

Discord blinked at her gave an annoyed pout before discarding the popcorn. "...Fine, but I'll be finishing that later..."

Twilight shook her head in annoyance before returning her gaze to the scene before them as King Sombra stood up to trot a few paces forward. A noxious black and green aura ignited around his horn and a strange spell circle flashed beneath him. The dark unicorn took a deep breath and exhaled... a massive gout of black and green fire that just barely missed the illusion Princess Celestia. "...I remember that... he used magic that I'd never seen before..." the present-time Celestia said quietly.

"...He called it "Dragon Slayer Magic"..." Luna answered almost automatically.

The projection Celestia was clad in golden heavy plate armor with an imposing halberd seemingly both crafted from the same material. The princess skilfully dodged the Baal fire and charged the dark king head on. The young ponies spectating the memory gasped as 'Celestia' impaled Sombra straight through the chest. "It's over Sombra; Yield!" she roared.

Lightning Dust grinned as she watched. "...okay...that was pretty badass..." she said quietly.

The young pegasus' enthusiasm didn't last as Sombra threw his head back and uttered a blood chilling laugh. "...Hehehehahahahahaha!" Celestia's fury turned to shock as she tried to pull her weapon out to find it was stuck. "...So..." shadows began to writhe and churn around them. "...Much..." the shadows began to take shape and solidify, and a large black crystalline battle axe was formed. "HATRED!" the axe swung downward, splitting the ground where Celestia stood. "...It seems even the Goddess of the sun lacks purity in her heart..." he jeered, pulling Celestia's lost Halberd out of his chest. His shadows melted off of it like an icy mist off of a snap-frozen surface.

Luna, Clad in black armor, levitating a long sword at her side flew at Sombra at full speed. With little more then a sideways glance, Sombra's axe shifted as though it were liquid rather then solid, and arched toward the armored around her and pinning her against the wall with a loud clang.

He returned his attention to Celestia, and took a deep breath. A familiar spell circle flashed at his hooves and he bellowed "BAAL DRAGON ROAR!". Once again a stream of that black and green fire shot from his mouth at Celestia. She conjured a barrier spell to protect herself but it pushed her back to a wall. Her barrier flickered and dissipated after the flames subsided. Sombra wasn't done. "BAAL DRAGON HAMMER!" he roared as he charged forward, hooves engulfed in the same foul energy, and one hoof impacted heavily into Celestia's stomach completely knocking the air out of her lungs. The dark king's face now held barely contained fury. "...You call me an evil Tyrant..." he growled, only for the princess to gasp desperately for air in response. "You know nothing of true evil..." Celestia coughed a few more times before collapsing to the ground.

Sombra crashed another hoof full of dark energy into her cheek sending her a few meters further down the wall. Celestia cried out in agony as she skidded to a stop. "Rrrrrraaaaagggggghhhhhh!" Luna's enraged battle cry drew his attention back to her.

His cruel smile returned. "...and then there was one..." he hissed through a menacing fanged grin; his body melting into a mass of shadows as a surge of power from Luna shattered her crystal prison, and she flew forward.

"Your reign ends here, Sombra!" She roared. "You and your dark magic will never harm another innocent soul AGAIN!" Her longsword clashed against Celestia's halberd in Sombra's telekinetic grasp.

Sombra merely smirked. "...No... my magic will save this world..." with a surge of his own power forced Luna back several feet.

Luna's glare narrowed dangerously. "I'm afraid I don't see your logic."

"...To defeat a unique and powerful enemy..." he began. "...you must master an equally unique and powerful magic..." he held up a hoof as it engulfed in the familiar foul energy. "The laborers toil would have been soon to pay off, once the weapon was complete."

Those words set off an alarm in Luna's mind. "A weapon that will never come to be, Sombra!"

Her declaration made Sombra's smile disappear. "...clearly..." he growled. "...I was not expecting you to come at me with all you had. All of Equestria was supposed to unite under my banner, and with the inherent magic of all ponies being focused into the Crystal Heart and the weapon..." Sombra's gaze fell to the ground and he muttered something that Luna didn't quite hear.

Luna slowly advanced on him, sword at the ready. "What was that?" she demanded. "what sort of unique magic are you talking about?"

Sombra's head snapped back up and glared at the princess once more with renewed ferocity. "...Blood Dust...The Lord of Tartarus..."

"I CARE NOT WHAT ELDRITCH PACTS YOU'VE MADE!" Luna bellowed as she charged forward once more; her sword swishing forward with a skillful finesse. Sombra moved with equal skill and stopped her blade dead with a wall of black crystal.

"...I am not looking for your approval..." Sombra sneered before launching a barrage of black crystalline shards at Luna, who deflected most and dodged the rest with a skillful flourish of her levitating long sword. "...You are irrelevant before the power of Blood Dust..."

"Who is this "Blood Dust"?" Luna demanded. "I am not familiar with that name."

"He would not appear before the likes of you or Celestia..." he hissed. "...He is the soul purpose for Tartarus becoming a prison; and yet time and again he has found ways to indirectly escape."

Everyone watched the projection in morbid fascination while Trixie, Sunset and Twilight immediately made the connection. "...the alicorn amulet." Trixie said quietly.

Luna began to narrate as her projected self merely glared disdainfully at Sombra. "I didn't believe him at the time. I had thought he was just lying to distract me." she said as her projection self continued clash with the dark King again and again, all the while, the two barking insults at each other.

"What Nonsense are you spewing now?!" Luna demanded.

Sombra glared back at her. "Who do you think molds the nightmares you stand against every night?" he taunted. "...Blood Dust!" He roared, the ever shifting shadows taking the form of dozens of black crystalline spears. "...Do you honestly think You have ever once witnessed the full extent of his power?"

Luna dodged and weaved through the projectiles taking several hits in the process; one in the right foreleg, one in her helmet, knocking it off her head, and one in her side.

Luna glared at Sombra after being blasted back by that foul black and green fire yet again. "What manner of magic is that?!" she demanded. "I have never seen this wretched blackness before..."

Sombra ginned a sinister fanged grin. "...It is called Dragon Slayer magic...Princess Luna."

everypony watching the projection could see the confusion on Luna's projection self. "...What...?"

Sombra's grin became almost feral and savage. "...Magic created specifically for one singular purpose; to kill dragons... It can only be bestowed upon another by a dragon..." he growled. "That, paired with the completed Crystal Lance Cannon..." His body was engulfed in a thick black haze of magic as his murderous intent rose; obscuring him from sight almost completely. Luna's magic flared as a host of ethereal swords began materializing around her, levitating at the ready. "...Would have the capabilities to obliterate Blood Dust from the face of this world!" Luna fired her swords at him, only to be stopped dead by a slab of black crystal and sent flying back at her. The princess flew up in the air to dodge.

Celestia watched thoughtfully, taking in Sombra's words. why hadn't Luna ever mentioned this before? could there be something in these events that brought her fear or shame? This projection was answering their original questions, but raising new ones. "...combining his strange magic with a plan to...weaponize the Crystal Heart..." the very idea of a sacred relic of purity being defiled in such a way left her stomach in a knot.

Sombra was surrounded by a torrent of baal fire. "If you stand in my way, then you will DIE!" he bellowed as a familiar spell circle appeared at his hooves. "BAAL DRAGON HELL SIGHT!" his entire body transformed into a roaring wall of Baal fire and crashed into Luna who was recklessly charging into it, bursting through the other side; seemingly unscathed.

Luna, however, was not unscathed as her eyes were glossed over with a green and purple haze. a look of horror on her face.

"...Watch closely now..." Luna instructed the ponies watching her illusion. "...For this is how Nightmare Moon truely came to be..."

Sombra reverted back to his unicorn form and slowly trotted towards Luna. "...You will be tormented by your greatest fears..." he said with a blood chilling calm air about him. "...and all the while, I'll be feeding off of your despair...your fear...your hatred." he now stood looming over her. "...You know, it really is a pity. I've always thought your nights were beautiful works of art that were shamefully unappreciated..." his heavy gauntleted hoof pressed down on her neck. "I would have made you my queen...but now..." he lowered his face to hers. "...Now you will watch as your whole kingdom crumbles to a wasteland..." a little closer. "...and everypony you love reduced to charred bone and ash..." He pressed his lips against hers.

Sunset shuddered as she watched. "Am I the only one who thinks calm and reserved Sombra is scarier then the loud and monstrous Sombra...?" she whispered.

Rarity who had been next to her shuffled her hooves uncomfortably before replying. "...I most definitely agree, darling..." she whispered back.

This uncomfortable tension hung over the room until they noticed Luna's coat slowly turn pitch black. This didn't escape Sombra's notice as he slowly backed away; not in fear, but with a look of intrigued curiosity on his face. a devious smirk tugged at his lips as Luna's mane and tail shifted from its graceful, flowing night sky motif to a pyre of ghastly blue fire. "...What have we here...?"

Luna laughed malevolently as she slowly got back to her hooves. "Hehehehehahahahahaha!". Her eyes snapped open to reveal the blue dragon like eyes that Nightmare Moon would become famous for. "...No..." she hissed as her original appearance seemed to flicker back for a moment, only for her new form to return. "It is you who will see your kingdom crumble to ash..." her body flickered a couple more times. "...It is YOU who will lose everything you've ever fought for..." her eyes shone with an intense white glow as her original for flickered back, this time to stay, and she launched Sombra into a wall at the far end of the chamber.

Luna had been about to fire another blast when a brilliant light shot passed her, blasting Sombra through the wall and out into the frozen wastes outside the city. "THIS ENDS HERE, SOMBRA!" Celestia roared, flying out after him.

"Sister!" Luna cheered as she followed her sister out.

"Ready your elements Luna. This has gone on long enough!" Celestia called levitating the elements of harmony out of her armor, tossing the elements of Loyalty, honesty, and Generosity to Luna.

Their bodies were enveloped in the familiar brilliant rainbow light of the elements of harmony, and it burned away at Somba intensely. Cracks raked across his body like bolts of lightning...like his body weren't even flesh and blood, but porcelain or glass. Familiar black smoke and shadowy fumes spewed through them like steam. Her halberd once again in her own grasp, Celestia launched it passed Sombra into the frozen ground, causing a large fissure that seemed to go down for miles. "...Rot in your new tomb, Sombra..." Luna said coldly.

"CHAINS OF TARTARUS!" Sombra's voice boomed as large chains that seems to be made of solidified shadow shot out of him, tethering him to the two princesses as well as countless shooting out passed them to the city. "I'm Taking all of you with me, HAHAHAHA!" he laughed like a lunatic even as the light of the elements pushed him down into the fissure, slowly dragging Luna and Celestia down with him.

At least...that was his plan...

The glow around the royal sisters intensified and the shackles bound to them shattered into shards of black crystal, but the other chains remained. As the fissure magically sealed shut, the sisters and everyone watching Luna's projection watched in morbid fascination as the Crystal Empire crackled with dark energy before the entire city started sinking into the ground. Everything shimmered and rippled around them as the Crystal Empire faded back to Twilight's throne room.

With a heavy sigh, Luna turned back to the others. "After that, I spent three years trying to dig up anything on Blood Dust I could find, and I came up with nothing but this..." she said conjuring another illusion; this time it was an image that resembled a stained glass window much like those in the Canterlot castle. It portrayed a shadowy black Alicorn with a gnarled horn, solid red eyes and tattered wings. his entire body seemed drenched in blood that dripped off of him. His mane and tail were portrayed as nigtmareish geysers of blood that floated unaturally about him.

Celestia remained silent for a moment. "So, that's why you had locked yourself away for all that time..." Celestia concluded. "...You were trying to see if there was any truth to Sombra's words."

Luna, unable to meet her sister's unreadable gaze, nodded, staring at her front hooves. "...Yes, Sister..."

Celestia was hurt; Sunset could see it clearly, but didn't say anything. Celestia put a hoof on Luna's shoulder. "...All this time... why did you never say anything?" she asked.

Luna hesitated. her eyes darting everywhere except Celestia. "...I didn't find it untill after my return from banishment." she said in desperation.

Celestia's eyes narrowed. "Luna..." she chided in a warning tone.

"Because I was afraid. I still am!" Luna cried. "The notion that a being more powerful, more cruel and more brutal than Tirek could be out there terrifies me!" there were tears in her eyes now. "For all I knew, we could have very well doomed all of Equestria to fall to this 'Blood Dust' when we defeated Sombra. I spent those three years being wracked with guilt and fear that we'd doomed our kingdom..." she was crying now. "...and Sombra's magic...it somehow fed off that fear; just as Sombra said..." Luna glared at the ground. "...Besides, You were so busy basking in the lime light of that "victory" in Canterot that I could rarely get the time of day from you."

Everyone in the room Gasped at Luna's words except Celestia, who just sighed. Luna covered her mouth with a hoof. "I'm sorry!" she whimpered.

Celestia pulled luna into a gentle hug. "Yes. I was inattentive and negligent. I'm just sorry that you felt that you had to suffer through that alone..."

They sat in silence for a short time before the door swung open revealing Rainbow Dash and Zecora. A small chest strapped to Zecora's Saddle bags, seemingly in the middle of their own conversation. Their arrival drew everyone's attention to the door. "...Know that I agree. This news of the amulet greatly troubles me." Zecora said, concern in her voice. The zebra looked across the room and blinked in surprise. "This speaks volumes of the duress, for you to involve the sisters Princess."

"That's right." Lightning Dust affirmed. "This is a monster so terrible that even Tirek would probably fear him."

"Apparently, only a specialized dragon magic can defeat him." Trixie added.

Zecora regarded Trixie and gave a gracious nod. "I see you've returned to our town. Is it redemption you seek, or renown?"

Trixie merely nodded towards the small box. "...closure..." Zecora nodded; a look of understanding on her face. "...I get rid of that thing, and I can get on with my life."

Zecora returned her gaze to Twilight. "I shall help however I can. I assume you have some sort of plan?"

Twilight smiled and nodded. "We do."


	3. The Adventure Begins

The Adventure Begins

"I hope this works..." Trixie said nervously as she inspected her work. Well, her Joint project with Sunset Shimmer; a large multi-layer spell circle.

Sunset nodded in understanding. "Feeling's mutual." she offered. "I've never tried to cast four spells simultaneously before. I guess that's why we need four ponies to regulate it..."

"Have faith, my little ponies; learning new magic is always fraught with uncertainty." Celestia said with a gentle motherly smile.

"Ok, I'd get it if Sunset did all the work for this, but where did you learn this kind of magic?" Rainbow Dash demanded, staring at Trixie with a skeptical look.

"I told you..." Trixie said slyly. "...I have more tricks up my sleeve now then you'll ever know..." her sly smirk turned into an awkward grin. "Too bad it doesn't always work in my favor..."

"New stuff is always trial and error. You should have seen how many times I nearly blew myself up when i was Princess Celestia's student years ago..." Sunset said with a grin of her own.

Celestia smirked, deciding to chime in. "I do seem to recall your research leading to several explosions in your workshop..." this statement earned a nervous chuckle from Sunset. "...Sometimes multiple explosions in one day..."

Trixie continued. "I have always been...less that skilled at learning magic by just reading dusty old books." she admitted. "It wasn't until I started taking a more active and...hooves on approach that I started getting anywhere..."

Their conversation drew Twilight's attention. "How so?" she asked.

"Well, I would get a pony to show me a spell a few times, and I would eventually reverse-engineer it after a while." Trixie explained. "Like a pegasus learning to fly by watching other pegusai and trying to copy what they see." Trixie continued making the finishing touches on the spell circle while she spoke.

Lightning Dust blinked. "...but isn't magic mostly mental focus and concentration?" she asked, getting a nod of affirmation from Sunset. Lightning brought a hoof to her chin. "So... how do you copy something you can't actually see?" she inquired.

"That's difficult to explain." Sunset Shimmer answered. "...It would be like explaining to a unicorn or an earth pony how a pegasus walks on clouds..." she said.

Twilight spoke up while inspecting the circle for herself. "Just as Pegusai can focus their latent magic to interact with clouds and the weather or pass right through them..." Twilight said. "...A unicorn can focus to analyze the way another pony uses theirs and eventually learn to copy it. That's how such spells as the aggressive thunder cloud and the cloud-walking spell were invented."

Zecora was now inspecting the spell circle. "You seem to work well for having just met. Is there anything else we require, or are we set?" she asked in rhyme.

"Almost..." Trixie answered as she finished drawing the runes on the outermost layer of the circle "...Sunset, how's your side looking?"

Sunset took a moment to inspect the four layer spell circle. The outermost circle was in blue, with four much smaller circles in a diamond formation around it. "...The reverse barrier and prong points are set..." she muttered. "...The anchoring spell is ready..."she said, looking over the next layer in. A circle drawn in green with an alternating pattern of runes and chains.

Trixie looked over the two inner most circles. drawn in red and black respectively. "The funnel point is ready..."

"Funnel point?" AppleJack asked, clearly getting confused by all the technical magic talk.

"When we activate the rainbow power, it's going to be drawn and concentrated into this one central point." Twilight explained."That's what a 'funnel point' spell is." her attention went back to the circle. "This..." the young princess shook her head in slight disbelief. "This might well be the most ambitious magical undertaking in centuries...in millennia!" Anypony could feel such palpable anticipation in the air.

"Indeed..." Celestia nodded in agreement. "...regardless of the outcome, this moment will likely go down in history."

"...and what's this red one in the center?" Lightning Dust asked, pointing a hoof to the circle in question.

A dark glare replaced Trixie's calm look. "...It's called the soul hammer...it's destruction magic that will destroy him clear to his soul..." this revelation earned several gasps throughout the room.

"Trixie..." Luna asked in horror. "...Where did you learn such magic?"

"I've done a lot of traveling since my last visit to Ponyville. In my travels I found myself lost in Neighpon, far to the east." Trixie explained. "That's where I learned it from a demon hunter by the name of 'Kiri Sasayaki' which translates to 'Mist Whisper'" Trixie looked back at Luna with determination. "This thing has caused enough suffering... I'm not leaving this to chance."

Everypony looked at the former showmare with a variety views; apprehension, fear, but some actually looked upon her with respect and understanding... "...Very well." Luna said. "All we require is the amulet now, correct?"

Rainbow dash laughed. "Hah! why do we need all these extra spells? Our rainbow power should be more then enough" she bragged before Discord cut her off.

"Because..." he said, his tone serious and cold. "...Blood Dust is in a league all his own..." His gaze burned into Rainbow Dash. The lord of chaos held out his Lion paw, levitating the alicorn amulet to the center of the circle. "...and his children, while lacking his raw power early on, have he potential to match or surpass him."

"Besides, wearer or not, I don't think this thing will let us destroy it without putting up a fight..." Trixie said nonchalantly.

"His 'children'?" Applejack asked nervously.

"Surpass him?"Luna asked in horror

Discord nodded. "This amulet isn't truly Blood Dust, but a portion of his soul that-" he nodded toward Trixie. "-according to our new friend, here, has become self aware; As such it would be more accurate to call our little prisoner the 'child of Blood Dust' rather then Blood Dust himself." he allowed himself a sly smirk as a new idea popped into his head. "...or perhaps a clone...?"

"You speak as though there are...others..." Luna trailed off as she recalled Sombra's words...

"He would not appear before the likes of you or Celestia... He is the soul purpose for Tartarus becoming a prison; and yet time and again he has found ways to indirectly escape."

"When this is over, we shall have to look into tracking down any other 'children'." Luna muttered. "...Are we ready to begin?"

"Yes; we just need four ponies to operate the spell circles by focusing their magic into each of the four prong points around the circle." Sunset declared.

"I call this one!" Lightning dust called as she dashed for the green prong point.

"I'll take this one." Trixie said trotting back to the black prong point.

"I guess I'll take the funnel spell..." Sunset Shimmer said putting a hoof over the red point.

Luna circled around and took her place at the prong point of the reverse barrier. "Then let us begin!"

Twilight turned to her Friends with a new determination. "Alright girls lets-"

"Wait!" Pinkie Pie shreiked, drawing everyone's attention to her as she stumbled about in a fit of convulsions. When it finally ended, she got back to her hooves and wiped her forehead. "phew...that was probably the doozie-est doozie that ever doozied a doozie!"

Applejack nodded in agreement to Pinkie's comment before speaking. "So, what are we expectin', sugarcube?" she asked.

Pinkie shrugged; a confused look on her face. "...I don't know...I just hope that when we try to use the super advance spell thingy it doesen't make the spirit inside the amulet release a surge of magic and rip some magic out of Discord to rewrite the spell sending Trixie, Sunset, Lightning and Princess Luna to some strange and dangerous new dimension with strange new bodies like the one twilight gets when she goes through that magic mirror thingy..." she paused only to take a deep breath. "...and force them to go on all kinds of dangerous adventures that reveal a terrible conspiracy that threatens both worlds with an ancient and terrible enemy capable of making Tirek look like a total chump and and all our enemies coming back at the same time and having a huge battle royale that nearly totals CANTERLOT!". the end of her...oddly specific rant left her breathing heavily as every pony in the room stared at her; complete incomprehension hanging over them. "What?" no answer. Her bright cheerful smile returned. "Well, let's just hope for the best, huh?"

"...R...right..." Twilight stammered; completely at a loss for how else to respond to Pinkie's verbal diarrhea. "...So, let's begin..."

"Right!" Twilight's five friends cheered as everypony took their positions; Celestia discreetly looking back and forth between Pinkie Pie and Discord. "Is everypony ready?"

'As ready as I'll ever be...' Trixie said internally.

Discord grinned. He could feel his senses tingle at the sheer levels of magical Power being released as the four ponies at the spell circle activated. "This is going to get very interesting," He couldn't help but wonder if Pinkie Pie's prediction would come true...

"We are ready!" Luna declared.

"Then let's go girls!" Twilight cheered as the six of them were engulfed in a pillar of brilliant rainbow hued light. The six rose from the floor and emerged from the light in their powered up forms, with flowing manes and colored streaks through them. The four at the spell circle took this as their que and activated the circle.

The circle crackled with energy as it activated, releasing geysers of blue, green and red light; with blazing pyre of putrid black and purple in the center. A bright blue bubble appeared over it. Ethereal chains sprouted from the ground and latched on to the amulet like rattlesnakes biting their prey. A red cyclone of energy appeared inside the bubble. Twilight and her friends fired the rainbow of light at the bubble, phasing through it.

The sound that followed was...horrific. An ear piecing roar of rage and agony echoed through the castle chamber, and possibly was heard through all of Ponyville. It sounded like the howl of a thousand eldritch horrors...Sunset Shimmer and Lightning Dust both flinched and recoiled as the sound almost blasted them back. Trixie squeezed her eyes shut and cried out as the glow of her horn intensified. What seemed like a blob of red blood billowed upward through the black aura like a mushroom cloud; black sparks crackling around it before it seemed to get sucked back into the amulet with a loud thunderous slam that shattered the floor tiles beneath it.

That's when the tables seemed to turn as a disembodied voice roared "CHAINS OF HADES!" and a red crystalline chain blasted out of the amulet, punching through the bubble and launching towards Discord, transforming into a shackle around his neck. "YOU HAVE MADE ME ANGRY! I'LL NOT BE DESTROYED SO EASILY!"

Discord cried out as his eyes shot open glowing brilliantly with his Chaos magic as a familiar blue and purple energy poured out of him and flowed down the chain and into the amulet. "I think not, Monster!" Luna countered as her own magic intensified, making the bubble close around the red chain, snapping it. The chain around Discord turned to dust and disintegrated letting Discord collapse to the ground.

"MY TURN!" the disembodied voice taunted as glowing red eyes appeared in the black cloud. "WE'RE GOING TO PLAY BY MY RULES NOW, HAHAHAHA!" at his word, the four layered spell circle began to shift. Layer by layer, the runes began changing as Luna, Trixie, Sunset and Lightning began to realize that they were no longer in control of the spell. Finally the reverse barrier shattered and more red chains shot out, this time at The four around the circle.

"He's opening a Warp Gate!" Discord warned. "I can't stop him in this condition!"

It didn't take long for every pony to realize that the rainbow of light was no longer hurting the spirit within the amulet. "Why isn't it working?!" she demanded.

"He's using the magic he stole from me to redirect it!" Discord answered.

"LUNA!" Celestia screamed, rushing to her sister...

"Help them first, sister!" Luna called, nodding over to Trixie, Sunset and Lightning being slowly but surely pulled in despite their thrashing against the dark chains.

The glowing red eyes in the black cloud of magic spun around to glare at Celestia. "...NOT...SO...FAST..." he growled. the shadow pulsed like a beating heart, releasing a shock wave of vile black magic energy; Blasting Twilight and her friends out of the air and making them crash into the wall behind them. Celestia was blasting back as well, but recovered quickly. The cloud began to shift, taking a new shape; that of a pony... with a mane and tail of chaotic red energy that mirrored the mural that Luna had discovered, The alicorn amulet at the center of its chest in much the same way as Celestia's royal regalia. "...I've been away from my brethren for far..." then the voice began to change, becoming... "...far..." feminine? "...too long..."

"What are you?!" Celestia demanded.

"What am I?" the shadow asked. "...I am... the future lord of both dragons and demons...I am the reincarnation of Blood Dust the Abyssal..." The shadow offered a feral grin lined with sharp pointed teeth. "Well...I'll be going now..." the shadow paused. "...But first..."

The next few seconds made Celestia realize why Luna wasn't using magic to escape her confines as a familiar red crystal chain shot from the shadow's hoof at her, latching around her neck as it did with Discord. As the seconds seemed to stretch on like hours, Celestia felt her magic drain from her body. It felt different from when Tirek did so; more like her very life force and vitality "...No!..." she had to fight back some how... but what could she do? "...Luna!" was the last thing she could muster the strength to say before exhaustion took her.

...

She floated in empty blackness. "..." what? Was somepony trying to call out to her? "..." Why was she here, again? what happened... the last thing she remembered was... Sunset Shimmer had returned from the world beyond mirror portal...wait... Then Twilight reveals this new information about the alic... The alicorn amulet! they had begun a ritual to destroy it and... Oh no! "Princess!" That was Twilight's voice!

Celestia woke with a start. "W-what happened?" she panted heavily.

"Princess Celestia... Sunset..." Twilight was at a loss for words. "Trixie, Princess Luna...Lightning Dust... they're..."She couldn't bring herself to say it; it just couldn't true, could it?

Discord, who was leaning against a support pillar, spoke. "...They've been pulled through a warp gate." he said, a cold look on his face. "...Blood Dust 2.0 pulled them through and probably just dumped them in some random passing dimension out of spite or sadistic amusement..."

"How is that possible?" Twilight asked. "You can't just teleport to another dimension!"

Discord merely smiled. "Well, that will be your little secret." he said playfully.

"...um...is it really possible, Discord?" Fluttershy asked.

"With my magic..." he said, his tone once again turning serious. "...it is." He began to stroke his beard with his eagle talon hand. "With warp gate magic, though, you have to know exactly where you want to go, or you could easily get swept up in the current that you have to follow to get there and you may never get out. It operates on a similar principle to time travel; it's very precise. Even the slightest missed turn could spell your doom..."

"But what do other dimensions have to do with this?" Twilight asked.

Discord only laughed in response. "Hah! where do you think i spend my time when I'm not here, hm? How do you think i get to and from there?" he asked. "By using warp gate magic." he finished with a 'well duh!' look on his face. then a thoughtful look crossed his face. "...For a while, I used to see a strange metal box swirling around in there...haven't seen it for some time though, I wonder why that is...?"

Celestia who had been listening carefully, nodded. "Would you be able to track them down?" she asked. "To locate where they were taken?"

"Well, I can try, but we're talking about an infinite number of worlds here." Discord said. "...That's infinite alternates of this world and whatever universe they were sent to..." He sighed wearily. "...oh, I'm going to be working around the clock for a good while on this one..."

"If there was a single other being capable of doing so, then we'd call on them to help you, but as it stands..." Celestia said trailed off, wanting to be careful to maintain her composure. "...You are the only one."

"Well, I suppose I'd better get to work, then." The chaos spirit declared with an air of resolve.

...

The scent of flowers tickled her nose through the dark of unconsciousness. Trixie new this smell, though she couldn't place the flower... next to register was the sound and feel of a gentle breeze blowing through trees above her. "She's waking up." came the sound of Sunset Shimmer's voice.

Waking up...yes. even though, she'd felt more rested and refreshed then she had for a long time. Yes, it was time to wake up. Her heavy eyelids slowly inched open. She became aware that she was on her back. Time to fix that... "Ugh...what happened?" she asked, her body feeling too heavy to move right away.

That's when...something crouched at her side. It had a mane that very much resembled Sunset's; deep red with golden streaks through it. What ever it was, it was certainly no creature she'd ever seen. A bipedal creature wearing a black leather Jacket with metal studs on the collar. Her Cutiemark embroidered onto the purple shirt she wore. Black boots with a purple flame pattern starting at the toe an going up the front. "Trixie, I need you to try and calm down..." It spoke with Sunset Shimmer's voice. "It's me, Sunset." 'Sunset' said, seemingly picking up on her sudden change from relaxed to stalk still, and staring in morbid fascination. "...Breathe..." she urged.

"Yes, calm yourself, Trixie Lulamoon." the voice of Princess Luna said from her right. Trixie followed the voice to its source, being another creature like this new Sunset Shimmer. this one being tall and regal looking, in a dark blue dress that matched the color of her pony counterpart's fur. "We have all been changed into these strange new bodies... They are called "humans" correct?" Luna asked Sunset, who nodded. Next to Luna was...Lightning Dust...? another 'human' wearing snug fitting clothes that resembled the flight suits worn by the Wonderbolts.

"The weird part is there actually seems to be magic in this world...I can actually feel the difference." Sunset informed; a look of bewilderment on her face.

"Why is that weird?" Trixie asked.

Lightning Dust and Luna glanced at each other. "...I wonder how long it's gonna take her to realize it...?" Luna whispered.

"...wait for it..." Lightning Dust shot back and amused grin on her face

"Because, in the world beyond the mirror, There was no magic until...I...Brought it there..." she trailed off. "...Long story." Sunsest shook her head. "Look, nevermind. The point is, after being in a world where magic doesn't...well isn't supposed to exist... you can actually feel the difference."

"...Wait for it...

That's when Luna's words finally sunk in... We have all been changed into these strange new bodies... those words replayed in her mind. She looked down at herself...and screamed.

"...AAaaaand there it is..." Lightning dust chirped as Trixie abruptly fainted and was once again unconscious.

Sunset just sighed warily. "This is going to be...challenging..."

...Else were...

A squirrel watched as it crawled down a tree trunk towards its target. Closer...a little closer... Target acquired. Only a few meters away as it hopped forward. A strange sound drew its attention away for a moment. It recognized this sound as the buzzing of swarm upon swarm of flies, and listened for a moment longer. Then something moved. It bolted back to its tree, abandoning the acorn it had hoped to collect as what ever it was continued to shamble through the brush. then it showed itself. An eldritch horror that looked humanoid in shape apart from the fact that it seemed to be made of blood; A heaping mass of coagulated and clotted blood... with a glowing red gem on its chest. The festering stench wafting off of it was almost too much to bare as flies surrounded it like a a foul aura of decay. Step after shambling step it took. All the while uttering sounds more akin to a growling beast then any sound a human could make. Suddenly its head lurched upward, making the squirrel flinch as it stared at the horror beneath it...It was staring back.

The creature swayed and jerked as though it could collapse to the ground at any moment. It's foul smelling glop dripped off of it with every movement even as it tried to stand still. It's eyes were lifeless and grey and yet...there was a ravenous hunger that burned in them. It uttered a final choking growl as it opened its mouth through the seemingly everlasting red ooze that covered its entire body, revealing a large maw filled with sharp pointed teeth. A chameleon like tongue shot out of its mouth at the squirrel and engulfed it completely before recoiling back to is mouth. Its eyes flickered red for a moment before it shambled away from the squirrel's tree and out of the tree line of the forest. If anyone had been present to see it, they would have sworn the creature was smiling at the sight before it...and then shuddering at the concept of it...

That cattle farm wasn't going to last very long...

...Back with our heroines...

It had been a while since Trixie discovered her new...circumstances; and she'd had some time to calm down and think clearly. So...she was a 'human' now, huh? She looked down at her new alien body. A complexion of off-pink or peach her mane was still the same color as before; a blueish silver, though her body was wrapped in an ensemble of a blue corset style top with her own cutiemark decorating a purple skirt, and a familiar hat and cape on her head and around her shoulders, vibrant purple with a star and moon pattern adorning both. Black leggings and blue boots finished the out fit off. Then she remembered what Sunset said before... "...Still have magic, huh?" Trixie held out her hand, encased in a blue arm warmer, and focused. Her horn was gone, so it didn't work right away. Instead, she focused her magic to the palm of her hand. A silver spell circle appeared over her palm, and soon after, a silvery star shaped mass of energy engulfed in what looked like purple fire sparked into being over her hand; and then another...and another. A satisfied smirk crossed her face. "...Good. As long as i still have my magic..." she looked over at her new friends. "...and them...then I'll be okay."

"So, what now?" Lightning Dust asked lamely.

"First we must figure out where we are... find a settlement and gain our bearings." Luna stated before walking away.

Lightning sighed. "Better then nothing, I guess..." she admitted as she followed after with her hands in her pockets.

Trixie had lost track of how long they'd been walking, when they finally exited the forest to see a small town with thick black smoke rising up from within. It was being destroyed. "They're being attacked!" Trixie called out.

"then let us lend a hand!" Luna declared.

"Aaawwwwww yeah!" Lightning Dust cheered, cracking her knuckles. "Lets kick some punks into next week!". Sparks of electricity arced around her as wings appeared on her back.

"...And help the townspeople however we can." Sunset said pointedly giving Lightning dust a a disapproving look.

"Let's just go instead of arguing..." Trixie deadpanned. With that they began heading down the road to the town ahead.

...The Farming Community of Lilac Town...

A young man stood in the town square of Lilac town, surrounded by bandits. The townsfolk had sent a request to the guild to deal with some bandits that had been harassing them for some time now. Gray Fullbuster had arrived to find the town already being burned to the ground. "So, how many of you losers do I have to pound into he ground before you finally piss off and leave these people alone?!" he demanded.

"A few more, I'm afraid, Fairy Tail wizard..." a voice called out, drawing his attention to a figure emerging from the clamoring bandits. A figure donning a tattered coat, worn top hat, and what looked like it was supposed to be a masquerade ball room mask portraying a smiling face...that had blood oozing from the eye holes and mouth slit... "Might I suggest giving up, Fairy Tailer? If you continue to interfere with my affairs, then I shall have to kill you."

Gray merely smirked at the threat. "You can try..." he said, excitement in his eyes. Gray was always ready for a fight! The young man pounded a fist to his open palm. "ICE MAKE: LANCE!" he roared, extending his hands and firing a barrage of spear like projectiles made of ice at the masked bandit.

With inhuman agility, the masked man dodged and weaved around the oncoming attacks. "Heheheheheh..." the man chuckled. "...hm...Ice magic... you must be young Gray." he observed. "Allow me to introduce myself. My name is Lazaro Sarabaas. Overseer of the recent troubles to this town, and ranking member of 'Blood Diamond'." Lazaro greeted with an eloquent bow.

Gray's eyes went wide for a moment. "...So, what's a punk like you got to gain from things like this?" he asked, readying another ice spell.

"Oh, it's quite simple, really..." he drawled as he readjusted his top hat, and his eyes shone with flickering red glow. "...nothing." he finished with a menacing sneer in his tone.

Gray blinked. "Then...why all this?" he asked; genuinely confused now.

"Why attack this town and burn it to the ground?" lazaro asked, parroting Gray's unasked question. "...because I can. That's w-"

"Lazaro!" a new arrival shouted; another bandit had pushed through the crowd in a panic.

"What is it!?" Lazaro demanded.

"There are four more wizards blasting their way to us!" The man was getting hysterical. "They're strong too! they've gotta be Fairy boy's back u-mmmmph!" his ti-raid was cut off when Lazaro's hand shot forward, gripping the man's lower face and effectively covering his mouth.

His glowing crimson glare meeting the man dead in the eye, he raised his free hand and wagged a finger in a taunting manner

"Tsk, tsk tsk tsk...what will I ever do with you?" he asked with a mock tone of wariness. "Ah i know..." what happened next made Gray's blood run cold. Lazaro tightened his grip as what looked like a condensed mist of magic energy began siphoning out of the bandit and up lazaro's arm. "...Do...not...interrupt...me..." As this continued, Gray watched in horror as the bandit seemed to change before his eyes into a dried, mummified corpse. He released his grip on he bandit as the corpse crumpled lifelessly to the ground.

Gray was snapped out of the stupor when a magic shock wave sent the bandits behind him flying in all directions, revealing four young women ready for battle. The one apparently at the lead stepped forward. Her hair flowed with an ethereal grace as though it were under water. It didn't take long for the four newcomers to notice Lazaro and what he'd done. "Your heinous work ends here, scum!" she declared authoritatively before shifting into as close to a combat stance as her attire would allow and a host of ethereal swords materialized in mid air around her.

The one with the hat and cape merely stood and glared disdainfully at the masked man; and for a moment Gray could have sworn that she looked familiar. The redhead stared in horror at what had become of the bandit, and the blonde was just seething. Sparks crackled around her with growing intensity before concentrating around the knuckle dusters that adorned her hands. "I've seen enough, this bastard's MINE!" she roared before charging forward at such speed that his eyes could not tack her movement. A mere second later, Lazaro had been sent flying through a wooden fence that was still standing. She looked back at Gray, and then her comrades. "You guys get the townspeople outta here; I got this!"


	4. Storm's Fury vs Fist Of The Wraith

Storm's Fury vs Fist of the Wraith!

Everyone was shell shocked that Lazaro had been sent flying, Gray included. "Now hold on!" He called to the blonde newcomer. "I don't know who you are, but be careful. You can't let this guy touch you or else he'll do to you what he did to that bandit!" He walked up next to her and dropped into a stance of his own. "...Besides, he's from a dark guild with a nasty reputation. I'm not letting anybody take him alone."

"Noted." was all she said in response as she dropped into a stance. "Just don't chicken out on me later..." she added with a cheeky smile.

Gray couldn't help but smile. He couldn't help but like this girl's attitude. "I wouldn't give you the satisfaction." he shot back before Lazaro exploded out of the rubble; his clothing even more shredded.

"...Well now...isn't this an interesting development?" Lazaro mused aloud with a deadly serious tone. He turned to the girl. "...and who might you be, young lady?"

The girl grinned. "The name's Lightning. Lightning Dust." she replied.

Gray arched an eyebrow. 'huh...strange name...'

"Ya know... that mask of yours is pretty creepy. I think I'll smash it." She said casually. Then, she gestured for him to come closer. "...your move."

"You interrupted me when I was talking before... miss Dust..." he stated. "I hate being interrupted..." he hissed.

"Then let's see you do something about it!" Gray Challenged. He once again slammed a fist to his open palm. "ICE MAKE: SPIKES!" His spell ready, he slammed his fist into the ground, causing a large area of the ground between them to erupt with jagged Stalagmites made of ice.

Lightning's eyes went wide. "Whoa, sweet!"

Lazaro's hands were engulfed in a foul dark energy. "REAPER'S PALM!" he bellowed, actually charging into the attack. He slammed his palms into the approaching Ice spell and stopped it dead in it's tracks, shattering most of it. "You'll have to do better then that..." he taunted.

"Fine by me." Gray accepted; suddenly shirtless, much to Lightning's surprise. "I'm just getting warmed up!"

"Let's go!" Lightning declared. With that, Lightning and Gray charged Lazaro. He charged to meet them.

At the last second, Lazaro jumped into a flying kick; his heel skillfully crashing Into Lightning's chest, and then Gray's jaw. Both of them were down, for a moment. Gray was the first to recover as he charged back to throw a punch. Lazaro blocked with his forearm, only for a follow up roundhouse kick to connect with his face. Lazaro was stunned for a moment. Gray threw another punch which Lazaro once again blocked with a forearm. Gray's next punch impacted heavily against Lazaro's jaw, making a crack in his mask. His next move was to wrench Lazaro's arm.

Lazaro was quick to recover as he skillfully front flipped out of Gray's grapple and an open palm strike made Gray stumble back a few steps. His hands once again exploded in that foul black and purple energy and unleashed a flurry of punches that Gray was helpless against. "Round one..." Lazaro teased, the lept into a cartwheel kick, cracking hard against Gray's jaw. "Goes to me, Fairy Tailer...". He traced a finger across the crack in his mask. "You actually managed to crack my mask..." he breathed in disbelief. "I'll have to prepare a special death for you..."

Gray cursed under his breath. His vision was spinning and he could barely stand. It was like those strikes sapped his magic energy. This was getting bad; If he couldn't end this quickly, then this scumbag would just continue on his marry way... "I'm not done yet!" he roared defiantly. He threw a clumsy punch that Lazaro easily dodged by leaning back.

He countered the punch with a series of kicks to Gray's abdomen. One to the left, one to the right, one more to the left and finishing his assault with an upward kick to Gray's jaw sending him sprawling. "Just stay down!" Lazaro growled, showing his exasperation.

This is when Lighting charged back into the fray; Charging in with a jumping kick that Lazaro jumped back to avoid. then another. another. Each time, Lazaro jumped back to evade her attacks. Lightning smirked. Lazaro was starting to slow down. "Running out of juice are ya?" she taunted.

"I'm running out of something." Lazaro shot back. "...but it's not energy." Lazaro caught Lightning off guard with a flurry of punches. One to the knee, forcing her into an awkward stance. One to the jaw. Two to the chest. Upward kick and scissor kick sending her to the ground with a heavy thud. "I'm running out of patience!" he growled.

Gray charged back in, hoping to catch Lazaro from behind. This, however would not be, as Lazaro spun on his heel to face him. "You're starting to piss me off!" Lazaro hissed.

"Feeling's mutual!" Gray yelled back.

"Together!"Lightning called to Gray, who nodded in response.

"Time to take this punk out!" Gray confirmed as he Encased his arm in a heavy gauntlet of ice. Lightning's knuckle duster crackled with electricity. The two of them jumped back to evade a leg sweep before jumped forward throwing all their weight into a combined assault that Lazaro blocked with his forearms, though they did push him back several feet with the one impact.

"Disappear!" he bellowed. "Just get out of my way!" with surprising strength, he pushed them away, and threw a kick that nailed Lightning in the chest, then into Gray's jaw. His next attack was a spinning roundhouse kick to Lightning's head. "You die first!" Lazaro hissed, readying a strike to finish her off.

"I don't think so! ICE MAKE: GEYSER!" Gray shouted as he cast his spell, making a pillar of ice shoot up underneath Lazaro, Trapping him in the process.

Then it was Lightning's turn to surprise Gray once again as ethereal wings emerged from her back that crackled just like her fists. She launched herself into the air; leaving a contrail of lightning behind her. "THUNDERBIRD DIVE!" she called before launching herself back downward. With energized fists, she used what strength she had left to hammer Lazaro back down to the ground through the ice. Punch after punch; deeper and deeper she drove him.

Five feet.

Ten feet.

Fifteen.

Twenty...all the while, large cracks beginning to rake across the pillar of ice...

When only five feet remained, She launched herself back up in the air once more. This time, raising her leg as if for an axe kick. Her foot becoming the central point for the lightning to focus. "STORM'S FURY: HALBERD HEEL!". With the booming sound of a thunder crack, Lightning's final attack shattered what remained of the ice pillar, causing it to collapse on top of them both.

His body ached. Almost every inch of him was in pain after the beating he took form Lazaro; but it was over. Right? He looked around to see that the other three were cleaning up the bandits. The one with the hat and cape was actually hog-tying them... He saw that the redhead was tending to the injured townspeople, and the tall one with the funky flowing hair was talking to someone, presumably the mayor of the town. Gray turned around to began digging his temporary partner out of the avalanche she had created. Eventually, he fished her out and piggy-backed her over to her friends. "I don't know who you ladies are, but thanks for the assist." he said, addressing the leader...at least... he thought the tall one was the leader.

...

Sunset was tending to an injured boy. Her hand enveloped in a warm golden glow. "You really can use healing magic. That's amazing!" he gushed.

"Oh, It's nothing special..." She insisted modestly, a bit of red fluttering across her cheeks.

The boy furrowed his brow in thought. "I'm pretty sure healing magic is super rare...". Really? a simple spell like that is considered rare? Sure, she was no doctor, but a simple spell for cuts and abrasions sets her apart?

Sunset looked over to see Lightning being carried over to Princess Luna by that guy that She had decided to team up with...who was now shirtless, for some reason... and both of them look like they had been to hell and back... "I don't know who you ladies are, but thanks for the assist." he greeted, addressing Luna.

"Of course, we were happy to help." Luna replied graciously. "How is she?"

"We both took a hell of a beating, but we took that masked creep down." He said. "She's just passed out from pushing herself too hard. A little rest and she should be fine."

Sunset approached them. "Here, let me take her..." she offered. Her eyes shone with a gentle green glow and Lighting Dust was gently lifted off of the young man's back.

"The name's Gray, by the way. Gray Fullbuster." he said.

"I'm Sunset Shimmer." She greeted, shaking his hand. "Nice to meet you, Gray." She gestured to each of her friends. "That's Luna..." Luna gave a respectful, yet regal nod. "...Trixie..." The silver haired girl in question had a smug grin on her face as she sat on top of a particularly large bandit hogtied on the ground. She gave him a sharp jab in the ribs with her heel before tipping her hat in greeting. "...and you've already met Lightning Dust."

"What guild are you with?" he asked casually.

"Guild? We're not with any guild." she answered, getting a surprised look from Gray.

"seriously?" he asked incredulously. "You girls have got some talent. I would have sworn that you were with a wizard guild like me. Why else would four wizards come here if not for a guild request?"

Sunset looked over at Luna and Trixie. The latter merely shrugged her shoulders.

"Uh...we just kinda found it by accident..." she admitted with an awkward grin. "We were lost in that forest there and were just looking for some kind of town to figure out where we are."

Gray gawked at her in utter disbelief. "You can't be serious!"

"Yup. We were sucked through some magic portal thing and were kinda dumped out here so we just wanted to figure out were we ended up." Trixie confirmed.

"On that front, this is Lilac Town; a farming town." Luna explained. "And for our efforts, The mayor has insisted that we stay for as long as we need to recover for free room and board."

"Cool." Sunset sighed. "That'll give us a chance to help them rebuild the damaged part of town while we wait."

"...Oh, your such a girl-scout, Sunset..." Lightning Dust groaned.

Sunset merely smirked. "That's how I role, deal with it." she said playfully.

Trixie looked up at Luna. "...Does that include food?" Luna nodded. "Yeah!" she cheered.

The Mayor nodded to Gray. "...It'll also give us time to secure your payment as well, Mr. Fullbuster." he said pointedly.

This drew Trixie's attention. "Payment?"

Gray nodded. "Yeah. the guild requests I mentioned before? it's how guild wizards make a living. By taking care of particular problems that the non-magic populace can't take care of on their own." He proudly pointed to the tattoo on his chest. "This mark means I'm a member of the Fairy Tail guild." he explained. "A few days back we got a request to take care of the bandits, who until now, were just harassing caravan drivers going in and out of town. Now I get here and now there's a dark guild thug burning the place to the ground."

"Yes. The masked one was a new comer who had arrived only this morning..." The mayor explained. "If we'd known a dark wizard would be here then the reward would have been higher..."

Gray waved it off. "Don't sweat it. At this point, you need the extra cash more then I do."

"Let me see if I have this right..." Luna said. "Guild wizards are like mercenaries? doing this jobs for money?"

Gray narrowed his eyes. "Don't say it like that; you make it sound like we hire out to anyone with money, and that's not the case."

"I meant no offense, Gray Fullbuster. I'm merely am trying to understand the way this is done." Luna clarified. "We do not have wizard guilds where we are from, so this is new to me."

Gray shrugged. "It's like this; There are magic guild all across Fiore, and they take on jobs that are sent out across the kingdom, but only if they are approved by the royal government and magic council." He explained.

Trixie was now very interested in guilds. "Does it pay well?" she asked.

Gray shrugged. "Well, depends on the job." he stated. "The pay changes depending on how dangerous the job is."

Sunset nodded in understanding. "So that's what the mayor meant when he talked about the payment being higher...?" she surmised.

Gray nodded. "You catch on pretty quick." he said with a friendly grin. his smile faded after a moment. "...then there are outlaw guilds that take on jobs like that masked freak did. Illegal jobs like assassination or just causing mayhem.". He paused his explanation to put his black t-shirt and white coat. "...Some of them don't even do it for money...they do it...just because they can. These outlaw guild are called "Dark guilds", and the lot of them should be dragged, broken and bloody, to a prison cell."

Sunset turned to Luna. "Maybe these 'Fairy Tail' people can help us get back home?" she asked. "...Call me crazy, but I think that we can trust them...well, this guy at least..."

Luna nodded. "...Yes, I am inclined to agree with you..." she then addressed Gray. "...Gray, could you take us to your guild? we wish to learn more of it."

Gray smiled and nodded. "Sure. there's always room for new faces around the guild hall. Lets rest up and we can head out later." he said.

Lightning Dust smiled. "Another hour or so, and I'll be ready to head out." she announced from her cot.

"Sounds good!" Sunset said with a smile.

Unknown to Gray or anyone else there, Lazaro lay limp in the pile of ice. "...Lightning Dust...Gray Fullbuster... we..." His eyes shone like burning coals piercing the blackness of the eye holes of his mask. "...will meet again..." slowly, he dug his way out. pushing through the agony that wracked his whole body. They would pay for this...in due time; Blood Diamond never lets those who cross them go unpunished.

...Else where...

The fields were empty... The cows were gone; so were the chickens...and the sheep... the entire farm was silent. no sounds of animals, the farmers were nowhere to be seen; but a lone young woman sat in a decadent arm chair in a room in front of a burned fire place. she poured herself a glass of red wine. she wore simple clothes, but anyone looking at her would say even at a first glance that she didn't belong there at all; but she smiled as if she hadn't a care. "...Enjoy our time apart while it lasts..." she whispered before taking a sip from the glass. her hand went up to the slightly glowing red tattoo over her collarbone. "...because I'm coming for you...my dear Trixie Lulamoon..."

She flicked a lock of her silver hair behind her ear as her eyes flickered red with an unholy hunger, and a sinister smile tugged at her lips revealing her sharp pointed teeth...

...


	5. The Wizard In Armor

The Wizard In Armor

The five of them continued the road in a carriage pulled by a large purple boar. A couple hours had passed and the townspeople of Lilactown were so grateful that they provided the carriage back to Magnolia. "I'm glad that we got a ride back." Gray said with slight relief.

"Yeah..." Lightning said in agreement. "...after getting our asses kicked six ways to sunday, I'm not really keen on walking back to...what was it again?"

"Magnolia..." Gray answered. He looked over to the silver haired girl, Trixie, and noticed she had taken Lazaro's top hat with her and was examining it. "why do you have that?"

"Because, there's some kind of magic in it." Trixie stated, then an excited grin pulled at her lips. "...and I intend to figure it out and learn it."

"hm..." Gray nodded thoughtfully.

"It's kinda my thing..."She said with a shrug. "...I tinker with magic..."

Gray nodded. "That's pretty cool..."

Sunset was looking out her window when she asked "So, what's Magnolia like?"

"It's a seaside city, and our guild hall gets an awesome view of the ocean, just off the back yard." Gray said with a smile. "sometimes I like to just go out and watch the ships go by from the guild hall." Luna smiled. She always knew the look of nostalgic whimsy when she saw it...

Trixie couldn't help but think of Manehatten as he spoke. "Sound's like a place I would enjoy..." she said softly.

Gray frowned. "When we get back, I'm gonna have to ask the master about that 'Blood Diamond' Guy..." he muttered.

This brought Lightning's attention to him. "You mean the creepy masked guy?" she asked, getting a nod from the Ice wizard. "...Why? we totally creamed him...right?"

"This time..." Luna corrected. "Take into account that he disappeared before we could figure out what to do about him; I wouldn't be surprised if we encounter him again somewhere down the road."

"That's right." Gray confirmed. "Dark guild thugs like to strut a nasty reputation with an even nastier list of crimes under their belts... This guy was messed in the head; I wouldn't be surprised if he turns out to be a cut above your average dark guild criminal...".

"There aren't a lot of people like that are there?" Sunset asked nervously. She had seen how well he fought, and was in no hurry to go against him, or anyone like him, anytime soon.

"well, dark guild wizards aren't exactly popping out of the woodworks, so... I don't really have any other encounters to compare it to." He confessed. It was true; he had never run into an actual dark guild wizard before today, as they were surprisingly good at hiding for how chaotic and destructive they are... but then, Fairy Tail wizards had a reputation for being chaotic and destructive as well... He couldn't help but smirk at the irony.

As time went on, Sunset felt a pang of guilt, eventually, if they really wanted this Fairy Tail guild to help them, they would need to confide their secret to...someone. The four of them had already agreed that they can't get back to equestria on their own; they needed help, and could only pray that there even was a way to get back...

They rode in an uncomfortable silence for about 45 minutes before Gray called over to the driver. "Hey, stop the wagon for a bit!". The wagon took a moment to slow to a stop, at which point Gray stood up and hopped out.

"Where are you going?" Sunset asked.

"Gotta use the bushes..." he answered nonchalantly. Though Sunset had a suspision that there was something else, probably the awkward silence was getting to him too...

Trixie set the top hat down on the seat next to her as she saw him taking off his shirt and toss it against a tree as he passed it. "...seriously...?" she groaned standing up and following after him to pick up his discarded clothing.

Luna merely chuckled in amusement at the sight.

...

His shirt...

His pants...

His shoes...

...and one sock...

Trixie glared at the bundle of clothing tucked under her arm. "...I swear, if this becomes a regular thing, I'm going to hang that jerk with his own pants..." she seethed. After another ten minutes, she heard two voices cry out. One of them was Gray. "...Found you..." she deadpanned in annoyance, before cutting through some bushes to the source.

"Do you always have to fight?! she asks worriedly..." a strange new voice said. It was a hoity toity canterlot-esque accent.

"You can take em Natsu!" another new voive said triumphantly. A child, perhaps?

Trixie trudged out of the bushes to find Gray, thankfully still in his boxers at least, glaring down another guy with pink hair and a scarf. To her right, were what she guessed to be the sources of the new voices. A very expressive blue cat with a green rucksack and...wings? Sitting atop the shoulder of a grandfather clock with arms, legs, and a face? Trixie tried to tell herself that she'd seen stranger things, but that was down right wierd...

"Why is He in his underwear? the lady inquires in confusion." It turned out that the talking clock was speaking for the golden haired girl...sitting inside? she would have to get the story on that later...but first...

"THESE!" Trixie threw the shirt at Gray; it ended up draped over his face.

"ARE!" She threw the pants at him next. His surprised stumbeling caused the pantlegs to get tangled around his ankles.

"YOURS!" Finally, she threw his shoes at him, nailing him right between his legs, causing him to howl in pain.

"NOT COOL!" he wailed, causing the pink haired guy to burst out laughing.

"HAHAHAHA! That just made my day!" The pink haired guy cheered.

"What's 'not cool' is me having to collect all your crap that you scattered through the forest on the way here!" Trixie bellowed. "...And now you've gone and picked another fight!" Trixie then took a closer look at the pink haired guy. He had a tattoo in red on his arm that matched the blue one on Gray's chest. "Your with Fairy tail right?" she asked.

"That's right, I'm Natsu; I'm what you call a dragonslayer." He said cheerfully.

What? That word brought Trixie's mind to a grinding halt. He said he was a dragon slayer...like Sombra... there were others? How could there be others? this was a completely different universe...right? how was this possible? did Sombra go here at some point and learn it? Did Blood Dust originate here? but if that's the case, how did he get from here to Equestria? How did one of Equestria's most ancient and terrifying enemies jump between their two worlds...unless...Discord? The chaos spirit wasn't always their ally, it was no secret; and Discord was familiar with the name while the princesses knew next to nothing about him... -Snap!- -snap!- "Aahhh! what?!" she shrieked in panic. Gray, now fully clothed, had snapped his fingers right in front of her face.

"You spaced out on us for a minute." the girl from the clock informed.

Oops. "Oh, uh...sorry..." she said awkwardly.

"...and who is 'Sombra'?" Natsu asked. "That's what you said right? Sombra?"

Trixie's shoulders drooped. How could she have been so stupid? she just said it out loud like that, what else did she blurt out? 'Oh crap...' she thought. "...It's... a long story..." she defended lamely.

"Is this Sombra guy a dragon slayer too? 'cause ya looked like you were about to freak out when I said I was one." Natsu asked.

"this'll be easier if I get the others to help me explain..." Trixie offered. As much as she loved to be the center of attention on a show stage, she hated being put on the spot off of one.

"Sure." Gray agreed while Natsu and his companions turned to follow her back to their wagon.

"So, your name is Trixie?" the clock girl asked.

"Yes, Trixie Lulamoon; but, how did you know?" she confirmed.

"Gray told us while you were in lala land!" the blue cat declared cheerfully. "My name is Happy, by the way."

"...and I'm Lucy, it's nice to meet you." the clock girl said, finally giving her name; refering to her as 'clock girl' would get tiresome after a while.

"Yes, nice to meet you too." Trixie chirped back.

That's when it happened. A tidal wave of sand crashed into them. Trixie had no idea how far it pushed them as they crashed and tumbled quite a bit; the former unicorn couldn't hear or feel anything but the buffeting sand and the howl of the wind that carried it. she could have sworn that she'd heard Happy cry out for a moment before the sandstorm faded.

"Ugh..." Lucy groaned.

"What happened?" Gray asked as he slowly rose out of the sand and shook the clinging grains out of his clothes and hair.

"Happy!" Natsu called through the sand in his mouth.

"...Help me!" the little blue cat whimpered.

"Heheheh, no barries for us tonight." said one young man in a red coat.

"Yeah, finally we get some actual protien!" his identical twin cheered.

On the other side of a hogtied Happy, was...she wasn't quite sure what they were. One looked like a blue skinned goblin; considerably shorter then his companions, his frog like face was decorated with purple tattoos on one side, and pointed ears.

Staring at Happy with a staff in its hand and a look of desperate hunger in its eyes, was a large yellow...thing... she literally hadn't the foggiest idea as to what this being was. It looked like a giant plush chicken without a beak. It had a red mohawk on its head that looked like a chicken's waddle, with a matching...beard? Trixie was so perplexed by what she was seeing... "MEAT!" It declared inarticulately. Well...It seems like it is capable of speech at least...

The last one she noticed was a considerably normal looking chap compared to the previous two... "...Our future holds a feast..." he said softly.

"Hey, come on guys..." Happy pleaded. "...please let me go; O gotta go to the bathroom real bad!"

"Who cares?" the goblin scoffed. He turned to the yellow creature. "Cook him!"

"MEAT!" it growled menacingly as its staff ignited a fireball at the end.

"NOT SO FAST!" Natsu shouted from their vantage point, making them all flinch. "That's our friend you're trying to spit-roast there, pal! you're going to have to make other plans."

"Hey, you're wizards aren't you, what guild are you with?" Gray demanded.

The Goblin merely grinned and held out a hand; a yellow spell circle flashing above his palm. "I'm not telling." he declared. "SAND STORM: FURY'S TORRANT!". The area around them exploded in howling wind and buffeting sand once more.

"Let's do this Gray." Natsu said, preparing to jump down into the fray.

"Fine, but don't go telling me what to do..." he shot back. With that, they both charged forward; Natsu plowing through the red coat twins, while Gray front-flipped over the yellow one with surprising ease.

The sand storm's wind began to change. "SAND BALL, GO!" the Goblin bellowed. The wind began converging on Natsu. The swirling sand and wind now focused solely on the dragon slayer, lifting him up in the air.

"Natsu!" Lucy called, running to his aid, only to be stopped by Gray.

"He'll be fine, go help Happy!" he ordered. Lucy nodded and ran over to the cat.

"Ah! Help me! Lucy's gonna eat me!" Happy shrieked hysterically.

"Oh, shut up, cat!" the blonde snapped.

"What am I, chopped liver?!" Trixie demanded as she held out both hands. Purple and silver spell circles appeared at each hand and a barrage of star shaped projectiles fired from each, bombarding the soft-spoken man with the crystal ball, and the yellow one both. "Don't you punks ignore me!"

"Pipe down!" The Goblin shot back. That's when Natsu eploded out of his sand prison. "...Uh oh..."

"You jerk!" Natsu groused. "Now I have a mouth full of sand and its all your fault!". His fist burst into an intense flame as he launched himself forward. "FIRE DRAGON: IRON FIST!"

...-BOOM!-...

The battle was over quickly. The dust had settled and the five of them were tied to the base of a large tree. Natsu, Gray, Trixie and Lucy stood around them when Gray turned to Natsu. "You went a little overboard, don't you think, Natsu?"

Natsu, not looking Gray in the eye merely looked off to the side. "Oh, shut up! It got the job done didn't it?" he shot back.

"You're an embarassment to the guild!" Gray spat.

"What'd you say, Snowman?!"

While Natsu and Gray argued, Trixie joined Lucy, who seemed to be talking to the goblin. "What was that? Lul...?"

"...Lul...laby..." he rasped out.

"Lullaby?" Trixie and Lucy corused in confusion. "What's Lullaby?" Trixie asked.

Lucy put a finger to her chin. "I don't know..."

Trixie looked back over at Natsu and Gray; still arguing...of course...wait- What seemed like a living shadow was barreling toward them. 'Oh great...there's more of them...'. She spun back to the big yellow creature and her eyes flickered witha violet glow. His gnarled staff was enveloped in a matching glow and zoomed to her open hand. She focused her magic into it and a blaze of violet and silver ignited at the end.

That's when something strange happened. Her body went into a strange autopilot. some how she knew exactly how to move and how to focus; how to mould her magic. "COMET HAMMER!" She roared, jumping into the air, twirling the staff over her head before swinging the head of the staff down to the ground, creating a small explosion of purple energy.

"Aaahhhh! It's Eisenwald!" The goblin shrieked. "Ya gotta untie us, please!"

"Look alive boys, we got more visitors!" Trixie barked over to Gray and Natsu.

"What?!" they both gasped. The moving shadow charged into the boys, sending them flying

The shodow split off into multiple smaller shadows. Three of them shot out of the ground, suddenly becoming three dimensional, and transformed into punching fists. Each one striking at Trixie; one to the stomach, one to the chest and the third struck her square in the jaw. she was sent sprawling sevral feet away. then they wrapped around Lucy's ankles, Hammer tossing her on top of Trixie. "Guaaagghhh! Get off me!" Trixie croaked.

"No, NONONONONO!" one of the prisoners frantically stammered. The shadows merged together once more, taking the form of a giant hand. The fingers rose out of the ground and engulfed the five of themand pulling under. Trixie watched in morbid fascination as they all sank into the ground as if the ground beneath them was quicksand. Oh wow, the shadow hand even took a good sized chunk of the tree with them...

Lucy slowly climbed off of Trixie as Gray ran up to them. "You girls okay?" he asked.

"What was that?" Lucy asked shakily.

"Who was that?" Natsu countered, asking what Trixie thought to be the bigger question.

"...well, whoever it was, they're fast..." Trixie grumbled. She had to admit, whoever it was, was good at evading persuers, and they reacted quickly to her interferance.

"That short guy said it was "Eisenwald". any Idea who that is?" Lucy asked.

"I imagine Eisenwald is one of those 'dark guilds' you told us about, right?" Trixie asked Gray.

Gray nodded with a sigh. "...well that makes two dark guild run-ins today...man..."

This drew Natsu's attention. "Really, you ran into someone else from a dark guild already?"

"Yeah, some psycho from 'Blood Diamond'." Gray answered. "Turns out he was the one behind the bandits of Lilactown job..."

"Lets just go back to Magnolia before we get dragged into any more fights, okay?" Lucy pleaded. Everyone agreed and Gray and Trixie lead Natsu and Lucy back up to their waiting wagon. Sunset and Luna met them half way.

"There you are, what happened?" the redhead asked, concern writen all over her face.

Trixie, with an annoyed deadpan expression held up one finger. "First, we met up with some of Gray's friends from Fairy Tail..." another finger went up. "...Second, we were attacked by a bunch of lowlife hooligans who tried to mug us for food..." a third finger went up. "...and third, we were attacked again by someone from another one of those 'Dark guilds' that Gray told us about before..."

Then Happy piped in. "um...I think it's more accurate to say that the second attacker was there for those other guys rather then us. We were just in the way." He stated matter-of-factly.

Sunset stared wide eyed at Happy for a moment. "Oh, My name is Sunset, by the way!" she blurted sticking her hand out.

Natsu took it heartily. "My name is Natsu, and this is my partner, Lucy!" he said cheerfully.

"...And my name is Happy!" chirped.

"My name is Luna, if there are to be introductions." the moon princess greeted with a slight bow. with her new human body, she didn't hold such a prominent hight difference over her peers that she had back in equestria. she couldn't help but find it...refreshing...to be able to look someone in the eye without looking down all the time. "I am pleased to see that none of you are seriously harmed. Will you be accompanying us back to Magnolia, then?"

Lucy nodded exasperately. "Yeah, I've had my share of excitement for today..."

"Yeah...I'd rather get back to town as quick as possible." Gray said warily. "Erza's due back in town any time now, and I'd rather not get caught in her path in my current condition..."

Lucy gawked at the nasty looking bruises all over Gray's body. "...oh wow..." she said quietly.

Natsu suddenly looked terrified. "What, really?!"

"THE Erza?!" Lucy asked with all the youthful exuberance of a total fangirl. "I can't wait to meet her!" she gushed. Then a thoughtful look washed over her face. "Now that I think about it, I've never even seen a picture of her in 'Sorcerer weekly'. What's she like?"

Gray's shoulder's drooped. "Let's just get back to the wagon, I'll explain when we're finally moving again..."

Sunset noticed a wooden staff in Trixie's hand that she hadn't seen before. "Where'd you get the staff?"

Trixie blinked, then looked down to the staff in question. "Oh, that's right; I'd almost forgot about this thing... got it off one of our attackers." She gave it an experimental twirl. It seemed to glimmer with magic energy like stars in the night sky. "It seems to be a catalyst for casting spells..." she chose to leave out the bizzare moment of clarity in which she somehow knew exactly what to do with the blasted thing. Trixie would have to ask Luna or Sunset about it later when they had a little more privacy. The magic of this world works differently then what she was used to... This definitely needed some research and experimentation... "...I think I'll keep it."

And so they all made it back to the wagon, Lightning Dust introduced herself and Natsu and Lucy did the same. The latter also heard Lightning Dust's side of their encounter in Lilac Town, and Gray and Natsu regailed their new friends on tales of the 'terrifying and deadly' Erza Scrlet. Of course, Lightning found it far-fetched to the point of being laughable. As well, she found it harder to take the boys seriously the more and more they exagerated. It wouldn't be long however, before they met Erza in person...

...Magnolia 2 days later...

She tromped down the street; a humongous horn held over her head with a single steel gauntleted hand. Her long red hair danced in the breeze. Her Paldrons clinked heavily against her chestplate. After vanquishing a giant cyclops that was attacking a fishing town, the locals were so grateful, they decorated the severed horn for her to take home as a suvenier... Her name was Erza...and her mission was not over; not if the rumors she'd heard were true... She just needed Natsu and Gray to help her...She just needed those two to work together...

...

"Really? he had the poor guy locked up in a jail cell for three whole years?" Sunset asked incredulously. Lucy had been telling her of her 'job' with Natsu to infiltrate the mansion of some crooked little business tycoon named Everlue who had a book in his possession that they were supposed to destroy. Lucy then went into a lengthy commentary of the terrible things that surrounded its creation. The author had been locked in a jail cell and been forced to write it or else his family would lose their citizenship and be unable to make a living. It turned out That the man had a large list of his other ilegal dealings under his belt, and he ended up losing everything from his wardrobe to his estate and everything in between once the Magic Council got wind of the events that transpired.

Trixie smirked. "Sounds like karma kicked his teeth in good..." she said loosely. She may not have been an angle, but this Everlue guy sounded like a total scumbag...

She took a swig of her drink and looked over to see Wakuba, a man with a pompadour hair style and a very odd practice of casting magic through chain-smoking cigars... this guild was definitely something else...anyway, she saw Wakuba, flirting with Mirajane, a transformation specialist who was easily the kindest woman she's ever met... "So Mira, when are we going to go on a date?" he asked confidently.

"Wakuba, there's just one small problem..." with a snap of her fingers, she was enveloped in a pink aura before a cloud of pink smoke swirled around her with a loud pop. "You're already married!" she said cheerfully as she took the form of a larger woman with brown hair and a frilly pink dress. The look of horror on Wakuba's face was priceless as Trixie struggled not to spew her drink in a fit of laughter.

Luna was inspecting the Job board when Mira walked over. "If you find a job you're interested in taking, let me know. The master's away for a confrence, so I'm filling in." she said with the same cheerful attitude that reminded her of Pinkie Pie, back in Equestria. Mirajane however, was a far more reserved cheerful, and seemed to have adopted the role of a guild wide 'older sister' of sorts.

"What sort of confrence?" Luna asked.

"It's like the Magic Council, but not...basically, the guildmasters all get together to discuss the state of things." Mira explained. "Excuse me, Reedus, may I borrow a Light pen?"

Reedus, a man of impossible preportions drew the item from his pocket with a nod. "Oui." he replied. A Light Pen, it turned out, was a magic item that allowed someone to write in thin air... this world was surprising her at every turn with its ingenuity, both practical and quirky... As old as she was, she couldn't help but watch with child like awe and interest as Mirajane proceeded to draw out a diagram to illustrate the politics of the guilds and the magic concil, explaining the process all the while.

Luna nodded. "So the guilds are all interconnected, that's good, it helps keep evrything from falling apart." she summerized.

Mira nodded. "That's right, it can be a really stressful job."

"Why don't you pick us another job, Lucy?" she heard Natsu ask. she turned to see Lucy glaring at Natsu and Happy.

"Why would I wanna do that?" she deadpanned.

"Well we are a team, aren't we?" he asked as if the answer should have been obvious.

"Yeah, we picked the job last time, so it's your turn now!" Happy cheered.

"You'd be better off with someone other then those losers" Gray called over from his spot by Cana.

"What'd you say, Snowman?!" Natsu bellowed.

"What ever the hell I want, Firecracker!" Gray countered.

Luna merely arched an eyebrow. 'really?' she thought. 'this again?'

"Lame insults, guys..." Lucy moaned.

"Yeah, they run out of ideas sometimes..." Happy drawled.

Meanwhile, everyone watching was having a good laugh at their antics. This however, was short lived as the resident heart throb, Loke, burst through the front door. "BAD NEWS!" he shouted. "It's Erza...she's on her way here!"

The whole room erupted in paniced murmmering. "Wow, just mention Erza's name and evryone freaks out." Lightning Dust mused from her place at the bar.

Then the room went deathly silent. heavy foot steps were heard as they clomped ever closer. Everyone whispered quietly amongst themselves. Sunset decided to stand up and wait as a looming figure walked in the doorway. A young woman who didn't seem much older then herself with a massive horn held above her head with a single hand. Her relaxed expression suggesting that she was barely putting any effort into lifting it. Sunset took a couple steps forward, drawing the woman's attention. "Uh...hi. do you...need any help with that?" she asked awkwardly.

The armored woman took a moment to look at her. "I have it well in hand, thank you." she said casually. The armored woman effortlessly set down her new trophy with such force That Sunset would have sworn the floor would collapse under it with how loud the heavy thud was. Then she turned to address Mirajane. "I have returned; where is Master Makarov?"

Mira simply greeted her with her usual smile. "Welcome back, Erza. The master is away on confrence right now."

Erza didn't seem fazed at all. "I see..."

"Impressive trophy." Luna said, clearly impressed that she even brought it all the way back from...where ever it was that she got it... "What manner of beast did it come from?"

Erza turned to Luna with a curious look in her eye. "It was a cyclops that I defeated. the locals were so greatful that they decorated it up for me to take home..."

"To slay a beast of such magnitude...You are living up to your reputation miss Erza. My name is Luna Solaris, It is a pleasure to finally meet you in person." Luna offered with a bow.

Erza smiled. "The pleasure is mine. It's always wonderful to see new faces around the guild." Her expression then went hard and cold. "Now listen up!" everyone else in the room flinched. "While I was on the road, I heard a few things. Rumor is Fairy Tail has been causing nothing but rouble as of late." her glare intensified. "Master Makarov may not care, but I most certainly do." she whipped around to face Cana, whos face was obscured by the keg she drank from. "Cana, you need to start controlling your drinking!" the drinking woman now sat stalk still with a look as if she had just looked death in the face. "Vijator, please take the dancing outside!" The young man wearing a black bodysuit who, for some reason, was always dancing, flinched in terror. "Mab! I suspected I'd find you dawdling in front of the request board. Just hurry up and PICK A JOB!" She then turned to Macao, an older mamber of the guild who wore a white trenchcoat and used a strange variation of fire magic. the man flinched at the eye-contact. "Macao!" she sighed warily as she rubbed the bridge of her nose. "...I don't even know where to start..."

Trixie and Lucy stared in awe. "...wow, she's really tearing into everybody...it's almost like she's taking over." Lucy said in amazement.

"Yeah, no kidding..." Trixie nodded in agreement.

Erza spoke once more. "Are Natsu and Gray here?"

The two boys in question put up obviously fake and terrified smiles. "Oh, hey Erza, we're just hanging out like buddies do...heheheh..." Gray stammered.

"Aye!" Natsu chimed in. both of them were already sweating bullets.

Lucy now had no idea what was going on. "...why is Natsu talking like Happy?"

"Isn't it obvious?" Lightning Dust smarmed. "She clearly has their balls in her purse." she smirked at her little joke before taking another drink.

"Oh, they're both terrified of her, because Natsu challenged her to a fight and she beat him up pretty bad." Mira chirped. "Then she found Gray walking around naked so she decided to beat him up too."

"Like I said...she's got their balls in her purse..." Lightning Dust said once more.

Erza nodded; a satisfied smile on her face. "Good. I'm pleased to see you two getting along so well." she said.

Cana and Macao smirked. "Then she beat up Loke for trying to hit on her..." Cana jeered. Macao merely chuckled at the memory.

"Yeah...not surprised in the slightest..." Trixie deadpanned as she remembered her own first experience with him.

"Can't say I blame her..." Lucy agreed. The two girls had become quick friends at the agreement that they both found the heartthrob more obnocsious then charming...

"Natsu, Gray, I need you to do me a favor." Erza said drawing everyone's attention once more. "While I was travelling, I heard a few things that have me worried. Normally I'd consult with the master before acting, but he's not here, and this is a matter of utmost urgency..."

Trixie and Lucy stared as they listened in. "...wow, this looks serious..." Lucy whispered, getting a nod from Trixie and Luna both.

"The two of you are the strongest wizards here and I could really use your help." Erza continued. Her words hit Natsu and Gray like the front grill of a train going at full speed. they both did a double take before turning to face eachother for a brief moment.

Even Mirajane was slackjawed. It seemed even to the woman who would just brush off a bar brawl as another day in the office, had never seen this coming. "...did that...did that really just happen?" the room had once more erupted in murmmering; this time, it was bewilderment.

"We'll meet at the train station tomorrow morning..." Erza said, blissfully unaware of how surreal this developement seemed to all the others in the room.

"Natsu, Gray and Erza?" Mira asked more to herself then anyone else. "working together as a team?" she continued, still trying to wrap her head around what just happened. "...This could be the strongest team Fairy Tail has ever seen..."

...The Next Day: Magnolia Train Station...

"Rrrraaaaaaaagggggghhhhhhh!" Natsu roared. "I hate this! having to work with you is the worst thing ever!"

"Yeah, tell me about it. Erza made a huge mistake asking a loser like you to come along!" Gray shot back. the two were once again glaring disdainfully at eachother; Their magic energies blazing in auras around them, red and orange for Natsu, and blue for Gray.

Trixie and Lucy sat close by on a station bench. Lucy cradled what looked like a living snowman...apparently it was one of her 'Celestial Spirits' that she can summon to fight with her in a jam. while this one was generally harmless and she kept him around because he was cute and cuddly. She stared awkwardly at the ground in front of her. "...let's just sit here and pretend we don't know them..."

Trixie, for her part was quite adept at pretending that she wasn't paying attention, as she sat in a relaxed manner reading a magazine. "Maybe Erza will show up without them noticing and give them a thrashing so we can get on with whatever she needs our help with..." she mused, her eyes never straying from her page. "It'll be a huge pain if this becomes a regular thing with these two..."

Happy, who was sitting with them was simply enjoying a fish that he braught with him. "What made you decide to come with us?" he asked over the fish in his mouth.

Lucy sighed. "Mirajane asked us to tag along..."

...Flashback...

Moments after Erza had said her piece and left, Natsu and Gray were once again at eachother's throats, glaring and seething. "They're hopeless..." Lucy groaned.

Their tiraid against each other, was cut off as Trixie stepped between them, taking a firm hold of their ears as she pushed them apart. '"OW! owowowowowow!" they both wailed.

"KNOCK. IT. OFF!" Trixie screeched before bringing her hands behind the heads and cracked them together violently. They both groaned in protest. "Stop your whining, that's more Gentle then what Erza would have done!" She then went back to her seat and downed her drink with a scowl on her face.

"Nicely done!" Mira chirped. "Hey, those two are going to be in eachother's faces whenever Erza's not looking, so I'd like you two to go with them and keep them in line, okay?"

"WHAT?!" Lucy shrieked.

"I'd better get something out of this..." Trixie grumbled.

...End Flashback...

"...you're not doing a very good job..." Happy stated.

"They're hopeless, what can I say...?" was Lucy's response.

That's when Erza arrived. "Sorry I'm Late..." she greeted. "...have you been waiting long?" Trixie looked up and her eyes went wide at the sight of all the luggage that Erza was towing behind her, but said nothing.

"Oh no, It's gyah!" Lucy trailed off in mid-sentence at the sight as well. Seriously, what could she need with all that stuff?

"It's time to go, good buddy!" Gray cheered comically.

"Aye, hahahah!" Natsu replied with an equally comical tone.

"Good, I love to see you getting along..." Erza said with a soft smile. then she turned to see Trixie and Lucy. "...and what were your names? I believe I saw you at the guild yesterday...?"

"Oh, I'm Lucy, I just recently joined." the blond girl greeted. "I got in with a commendation from Natsu!"

Erza's smile brightened. "Oh, it's a pleasure to meet you, I heard you beat a vulcan on your first job. It'll be great having a wizard of your skill with us."

"...and I'm Trixie. Trixie Lulamoon. I got in with a commendation from Gray." Trixie greeted casually. "You've already met the first half of my team, Luna and Sunset..." she offered her hand, which Erza took happily. Trixie now sported a new outfit that consisted of a sky blue tanktop with her familiar magic wand insignia on the front, black jeans and her familiar blue boots. Blue and purple fedora and dark sunglasses completed her new look. "Yeah...since we're new in Fairy tail, Mira said we should tag along and see if we can learn a few things. I hope that's alright with you...?"

Erza smiled. "Of course. The more, the merrier."

Natsu finally decided to drop the 'BFF' act with gray and speak up. "Hey Erza, I'll help you out, but on one condition!" he declared.

Gray looked mortified. "Shut up, man!"

Erza quirked an eyebrow. "Really? Well, let's hear it then."

"When we get back to Fairy Tail, I want a rematch!" Natsu said, a fire od determination in his eyes. "I'm a lot stronger then I was last time, and this time it's going to be different because I'm going to beat you!"

"You got a deathwish?!" Gray demanded.

Erza closed her eyes. "hmm..." she said thoughtfully. "...It's clear that you have improved..." she granted. "...whether it's enough to beat me, however...that remains to be seen..." Erza looked back up at Natsu with an almost molevolent look in her eye. "...very well. I accept your challenge."

"Yeah! I'm fired up!" He roared triumphantly as his body burst into flame. Soon after, their train departed. what was this task that Erza had enlisted their assistance for? only time would tell...

...Elsewhere...In the secret headquarters of the dark guild "Blood Diamond" ...

Lazaro stood in front of the guildmaster. he was seething. "...to think that you were ousted by some Fairy Tail whelps...shameful." The guild master, Marik, said calmly. though anyone else in Blood Diamond knew that when Marik spoke in such a calm fashion in regards to a failure, there was always vemon in his intent... "what have you to say for yourself, Lazaro?"

The masked man glared back his superior. "...They got a lucky shot..." he growled. "Next time, they won't get so lucky..."

Marik's eyes narrowed. "...see that you make their deaths painful..." he said coldly.

Their conversation was interupted by a sultry female voice. "Perhaps I could provide you an opportunity, gentlemen..."

The two of them spun around to face the intruder. "Who are you?!" Marik demanded. "and how did you find this place?!"

The intruder, a young woman garbed in black and red with a similar mask to Lazaro's except hers was a featureless surface with eye slots that held only empty blackness. Across the right eyeslot, a blood red cressant moon was etched into the mask. "...A kindred spirit, I assure you." she said with a laugh. "you see... I'm quite familiar with the group that foiled your mission...which I am guessing was for the purpose of aquiring this?" she offered reaching under her black cloak and pulling out a piece of paper. "The deed to one "Crichton Silver Mine"...?"

Lazaro glared at the woman. "How did you get that?!" he bellowed.

Once again, she merely laughed it off. "...by happy coincidence, I happened upon it during the raid..."

"...and the original owner...?" Marik asked.

She smiled under her mask, and blood seemed to gush out through the cracks in the tile floor at her feet, forming a large puddle. The blood seemed to ripple before a skull rose from it, still stained red from being submerged. "...He tasted quite delicious..." she said huskily. "...so did his family..."

It was Lazaro's turn to smile under his mask. "...you said you had an offer of sorts...did you not...?"

"Why, yes I did..." she said, holding out the deed. "...Consider this the payment for my request..."

Marik took the deed and smiled. "...What did you have in mind...?"


	6. The Rise Of Eisenwald

The Rise Of Eisenwald

Trixie continued to read her issue of 'Sorcerers Weekly' across the isle from the others when Gray looked at Erza. "I think it's about time you started filling us in on the details..." he said quietly. "...what kind of mission have we signed up for?"

Yes, of course." Erza said with a nod. "You see, I have reason the dark guild Eisenwald is preparing to do something big, and it has something to do with a magic item called 'Lullaby'..." she began. This drew all their eyes to her.

Lucy gasped at the name, and Trixie snapped her gaze to the armored woman. she recognized that name from their run in with the muggers before... "Lullaby?" Trixie, Lucy and Gray chorused at once. "That thing from before?" Lucy asked. Erza narrowed her eyes at them, silently demanding what they were talking about. They recounted their fight with the muggers and then the living shadow that had attacked them afterward.

...THE DARK GUILD EISENWALD...

Four figures walking at a purposeful pace left the looming gateway of the Eisenwald guild hall. "I hear Kageyama finally got back to us..." one of them said. "He says he's actually found it!"

The leader, a man with a large scythe resting on his shoulder turned to face the other one slowly. He wore little other then the tattered hakama trousers simple sandles and navy blue scarf that consisted of his attire. the rest of his body was covered in tattoos. "...The moment of truth has arrived, gentlemen..." he said with a dark finality that was accentuated by the sadistic smile and the demented glee in his eyes. "...That means we're one step closer to achieving our goals... The guildmasters will be too busy holding their conference to realize what's hit them..."

...

At some point during the train ride, Natsu and Lucy had traded places so Natsu was sitting beside Erza, who gave him a swift punch in the gut; effectively knocking him out...

"I see..." Erza said, nodding in understanding. "So you've had a run in with the Eisenwald guild before...?"

"Well I'm not positive, but they did mention Lullaby... I think they might have been runaways who didn't want anything to do with what they were planning..." Gray answered.

"...So this thing is so bad it scares dark wizards?" Trixie asked across the way, getting a nod from Erza.. "I've had experience with a similar such thing..." she muttered.

Gray was silent for a moment before speaking up. "That reminds me...Eisenwald isn't the only dark guild run in I've had recently..."

Lucy nodded. "That's right, you mentioned before that the bandits from your job in Lilactown was being led by a guy from..." she furrowed her brow for a moment. "...It was Blood Diamond, wasn't it?"

Gray nodded. "That's right, it was some freaky masked guy named Lazaro." he confirmed.

Erza did a double take. "Lazaro Sarabaas?!" Erza asked urgently. "You fought him and survived?" She couldn't hide her amazement.

Gray shrugged. "...well, I wasn't actually alone when I fought him..." he admitted. "... I had a lot of help from Trixie and her team; Plus, we got a lucky shot. That's all..."

"I imagine he'll be back..." Trixie wagered. "...and mad as a hornet at that."

Erza held a thoughtful look for a moment. "...Well, back on topic... I'm only hypothesizing...but I believe that the one who dragged off your attackers must have been from Eisenwald...It's clear that they didn't want their plans getting out..."

"Yeah, one of them seemed to know exactly who their attacker was..." Trixie recalled. The image of the Goblin's terrified expression and his frantic words flashed across her mind. '...It's Eisenwald! ya gotta untie us...!' she recalled.

"what do you think they're going to try?" Lucy asked.

"Let me start at the beginning." Erza said calmly. "I was on my way back to the guild when I'd stopped at a pub in Onibas that was a known gathering place for wizards and gossip..."

...

"Hey, hurry it up, Bartender!" a voice called out from behind her, drawing her attention to a group of four or five at a table in the corner. "Let's get another round over here!" Erza discreetly watched over her shoulder at them as their conversation continued.

"Hey, take it easy man." another one said.

"How can I?!" the first one asked; his tone was harsh with irritation! "We finally figured out where Lullaby is hidden, and we can't do anything! ...and because of some seal?!"

A third one spoke. "Hey, keep it down, man..." he said in a harsh whisper.

"Don't sweat it guys." the fourth said coolly. "...Let me handle this one." He said standing up from his chair.

The third one spoke again. "You sure Kage?" he asked, his deep voice wavering a little. The notion made him nervous.

"You gonna be okay on your own?" the second one asked.

"I got this." 'Kage' said confidently. "You guys just go back to the guild and tell Erigor that I'll be coming back with Lullaby in three days."

Erigor...where had she heard that name before...?

...

"Lulluby? that's a song that you sing kids to sleep...?" Lucy asked; a theory forming in her head, but she wouldn't say anything until she was sure.

"Yes...and the fact that it had been sealed away would mean that it is very powerful, and very dangerous magic..." Erza answered grimly; Natsu not paying attention as he was practically comatose next to her...

"Are you positive the guys you saw at the pub were with Eisenwald?" Gray asked.

Trixie saw the self berating look in Erza's eyes before she spoke. "...Yes..." she said barely above a whisper. "...I can't believe I was such a fool that day..." She looked down at her hand and clenched a fist. "I hadn't recognized the name at first..." she said grimly. "...Erigor... 'The Ace Of Eisenwald'...known for only accepting assassination missions...which is how he came to be better known as 'Erigor The Reaper'"

"He kills for money?!" Lucy asked in horror, getting a nod from Erza.

"...When the magic council outlawed assassination requests, Eisenwald and the other dark guilds decided money was more important then the council's rules." Erza explained. "As a result they were kicked out of their wizards' league six years ago; but that hasn't stopped them. They disobey the orders and remain active to this day..."

Lucy was terrified. Trixie couldn't deny, this group sounded more then a little intimidating... "Okay...I really should be going back home, now..." Lucy whimpered, hugging her little snowman spirit into her chest a little tighter then before.

"Wow, Lucy's slimy all of a sudden." Happy chirped.

"It's sweat, FURBALL!" she hissed...

Trixie, Lucy and Gray all flinched as Erza brought her fist down...on the side of Natsu's head... "How could I have been so careless?" Erza seethed. "...If only i had recognized Erigor's name that day, I could have pulverized them; forced them to reveal their plans to me."

"Gray was thoughtful throughout Erza's explanation. "So, if I got this right, Eisenwald is planning something with this Lullaby, and after what you overheard, you're pretty sure it's going to be something bad...?" he summarized.

"That's right, I have no notion of taking on an entire dark guild by myself..." Erza confirmed,

Trixie who had been silently listening the whole time, finally spoke up. "That's all well and good, but are we supposed to do about it? what's the plan here?" Trixie asked.

Erza now held a determined fire in her eyes. "This is the reason I had asked for your help; ...we're going to storm the Eisenwald guild..."

Lucy looked even more terrified, while Gray grinned. "Sounds like fun to me." he agreed.

"Maybe we can rescue those prisoners while we're at it...?" Trixie mused aloud.

"It is possible; we'll just have to see." Erza granted with a smile.

...Later...

The rest of their train ride consisted of banter and small talk until they transferred to another train, bound for Onibas, where Erza had overheard the Eisenwald guys. This time, they decided to order some lunchboxes for something to eat.

They happily ate their food when a thought occurred to Lucy. "Oh, by the way, what kind of magic do you use, Erza?" the Celestial wizard asked. Trixie had to admit, she was curious as well.

"An excellent question." Erza stated casually.

"Its a really pretty magic that she uses to make her enemies bleed; A LOT!" Happy cheered.

Erza shrugged. "...personally, I think Gray's magic is much more beautiful then mine..."

Lucy looked over at Gray expectantly. Gray smirked and placed a fist down across an open palm and the room seemed to instantly get a little colder as a three dimensional Fairy Tail guild mark appeared in his hand and floated over to Lucy. "I use Ice Make magic." He stated simply.

"Oh, Now I get it!" Lucy beamed. "You don't like each other because he's fire and you're ice; talk about not mixing well..."

"I never thought of that..." Erza mused aloud at the notion.

Gray shook his head. "...Nah, I just hate his guts..." he said, completely missing the cocked eyebrow on Erza's face. Trixie just smirked as she imagined Erza threatening to toss him out of the train.

...Onibas Station...

"Do you think the Eisenwald guys are still in town?" Gray asked. Trixie considered the question as well. It was unlikely if she were any judge...

"I have no idea..." Erza confessed. "That's what we're here to find out..."

"Well, even if they aren't, they will have left a trail for us to follow..." Trixie stated.

"What makes you say that?" Lucy asked.

"...Ego..." was Trixie's simple reply.

"huh?" Lucy tilted her head quizzically.

"They don't want their plans to go completely undisturbed..." Trixie clarified. She then turned to Erza. "If I were to guess, they knew you were there that day at the pub...and they deliberately leaked that info to you, knowing you'd act on it." she brought a finger to her chin. "...So they could lead us into some kind of trap, beat us, and have an audience while doing so."

"I see..." Erza said quietly. "How do you know this...?"

Trixie's face darkened, and she looked away; unable to meet their gaze. "...because...I wasn't always on the up and up... I used to do such things all the time... just to stroke my ego.". After a moment of uncomfortable silence, she looked back up at them. "...that's how I know... I doubt they're interested in any kind of physical reward if this Lullaby is really as dangerous as you're making it out to be."

"...So apart from whatever their goal is, They're also trying to put themselves up on a pedestal as a cut above the other dark guilds..." Gray deduced.

"Hey, where's Natsu?" Lucy asked, bringing their conversation to a halt.

"Oh, he...was...right behind me when we were...leaving the...train..." Trixie trailed off as she saw the train they were on, already in the distance. "OH, COME ON!"

"...We were so busy talking that I completely forgot about him!" Erza lamented. "This is all my fault! Natsu hates all forms of transportation!" She clenched a fist and her eyes snapped shut. "I need one of you to hit me for my penance!" she declared.

Lucy was horrified. "I think that might be a little much..." she said, whilst Gray pretended not to pay attention when-

-SMACK!- Trixie swatted Erza in the back of the head. "...Remember, you asked for it...literally." she stated nonchalantly. Lucy and Gray just stared, dumbstruck as Trixie kept walking.

...Back on the train...

Natsu was groggy as he pushed himself up to a sitting position. His stomach and head screamed at him in protest to get off this stupid train. "...well well, looky here." a new voice said from somewhere ahead of him. "...It's a Fairy Tail wizard." this new voice sounded pleasant enough. "How's the guild life, these days? Is it worth stickin' around?" he asked.

Natsu finally looked up to see a young man, about his age, casually leaning against the bench just ahead of him. "...Huh...?" he croaked weakly. he was a slim looking guy wearing a white coat similar to Gray's. light blue pants and black shoes finished his wardrobe.

-CRASH!-

Before Natsu could react, the newcomer had rammed his foot into his face, pressing him into the back of the bench he sat on. "Don't act all high and mighty just because you're in a legal guild 'Mister Fairy'!" he barked. "...You guys who blindly follow the magic counsil, ya know what you look like to us? INSECTS! that's all. Just weak, insignificant flies!" This set Natsu off. His fists burst into flame as he took a quick swing at his attacker, though he jumped back skillfully. "Oopsie, guess I hit a nerve, hahaha!" he chuckled

"Why you-" Natsu trailed off as his nausea returned with a vengeance. extinguishing his fire instantly.

"Ha! what kind of magic is that?!" he demanded. "Let me show you how it's done!" He brought his hand down on the ground, and his shadow seemed to come alive. It snaked out from him, springing fourth, and taking three dimensional form and striking the fire wizard in rapid succession. Natsu flew back several feet and slammed hard into the floor. "It's all in the follow-through." he taunted.

Natsu struggled to get back up. He'd seen this before... he remembered the living shadow magic from when they were attacked a few days ago... "That magic..." he wheezed.

He was about to say something when suddenly the train's brakes squealed as it slowed to a stop. It happened so suddenly that he was lurched off his feet and sprawling forward. "Whoa!" he blurted out as he tumbled to the floor. That's when Natsu saw it. He wasn't sure what it was, but if he had to guess, he'd say it was some creepy novelty flute.

...Back at Onibas Station...

"Hey, You can't just pull the emergency brake like that!" A hysterical station worker yelped.

"It's for our comrade, please understand..." Erza replied calmly.

"ARE YOU KIDDING ME?!" he demanded.

"Now, I'd like you to take our luggage to the hotel..." Erza requested.

"I AM NOT A BELLHOP!" he shouted indignantly.

Trixie and Lucy watched the scene unfold in bewildered embarrassment. "...Ya know, I'm starting to realize that all Fairy Tail wizards are just a little bit crazy..."

"...Well, not ALL of us..." Gray chimed in...in nothing but his boxers.

"OH YEAH, THEN WHERE ARE YOUR CLOTHES?!" Lucy bellowed while Trixie just placed her glasses on the brim of her hat and face palmed.

...Back on the Train...

Natsu kept looking at the flute. "What is that...?" he wondered aloud.

"No! he saw it!" his attacker paniced.

That's enough outta you!" Natsu declared. His fists exploded in flames once more, and this time this punk wouldn't have the train's motion to save him... "FIRE DRAGON: IRON FIST!"

"GUARD SHADOW!" his opponent called, and once again, the shadows rose from the ground, this time to form a protective wall in front of him.

-KABOOM!-

The roof exploded off the train car. thankfully, no one else had been in that car...

...

The engine roared as the magic mobile sped down the dirt road. Gray frantically struggled to hold on to the roof of the vehicle while Lucy rode in the back and Trixie, having refused to enter the contraption while Erza was 'driving like a psychopath' as she put it, was being towed behind the vehicle with a heavy rope while floating on a large star shaped mass of magic that she stood on top of. One could argue that this was just as, if not more risky then being inside the vehicle should it meet a sudden untimely demise, but she would rather be able to let go of the rope if Erza's crazy driving sent them cartwheeling down the rather steep hills that surrounded them. Her telekinesis was quite capable of grasping the falling magic mobile and lifting them back up to safety on the condition that she wasn't caught up in an uncontrollable sixty mile an hour vertical cartwheel...

Needless to say, she didn't trust Erza after seeing her squeal around the corner, scoop Lucy into the back and call for them to grab on, all without stopping... That was the reason as to why Gray was on the roof rather then safe inside.

...

"Attention: this emergency stop was a false alarm..." the voice of a stewardess announced over the P.A. system. "...we will be departing again shortly..."

Natsu went pale. "Oh, crap!" he wailed as he grabbed for his backpack. "I gotta get outta here!"

"Now hold on!" his attacker demanded. "You and I aren't done here yet! No one crosses Eisenwald and gets away with it!"

Natsu glared back. "Oh, so you're with Eisenwald are ya? I'll show you what happens to punks who knock FairyTail..." he growled. That's when the train began moving again. "Oh no!" he squeaked, his nausea hitting him like a steamroller.

...

They had finally caught up with the train, and Erza finally slowed her pace to match the train's speed. "Natsu!" Lucy called, her head out the window, trying to find him in the train.

As if on Que, Natsu blasted his way out of a window, sailing toward them. "AAAaaahhhhhhhh!" he screamed.

"Oh craaaaaaa-" Gray shouted, but was cut off when they crashed into each other in an unintentional high-speed headbutt.

Trixie let go of her rope and tried to catch Natsu and Gray. They were coming at her pretty fast. Her floating star platform now going at a considerably slower speed then the magic mobile, she was able to concentrate on grasping them with her mind. Her eyes flickered and began to shine with a pale violet glow as she held out her hands as if to grab them physically. The same violet glow enveloped the both; it was faltering, but there. They rolled across what seemed like an invisible barrier a few feet above the ground, but did not impact. finally she managed to steady them and set them down gently. Having to concentrate this hard on both her telekinesis and her platform star was beginning to give her a mean headache. "You okay, boys?" she asked, breathing heavily.

"...been better..." Gray groaned.

"...Ow..." Natsu replied.

...about fifteen minutes later...

Gray glared at Natsu. Natsu glared back. "THAT HURT YOU IDIOT!" Gray roared.

Natsu wasn't having it. "Shut up you icy freak! how come you guys left me on the train?!"

"Does being on any form of transport really leave you so defenseless?" Trixie asked.

Natsu paused when he noticed her tone. it wasn't a judging tone, it was one of concern. "...Yeah...had that problem since I was a kid..."

"Either way, I'm glad you're okay." Erza said warmly looking like she was about to hug him when she...sort of hugged him by pressing his face into her chest plate, eliciting a grimace from Trixie, Lucy and Gray as his face slammed into it with a loud clang. "Please forgive me..."

"...aye..." he squeaked.

Natsu pulled back. "I'm a little shaken up, though." he confessed. "I was attacked on the train...some weirdo dressed in white. I think he was the one who used that shadow magic to drag away the guys who were gonna eat happy..." he turned to Erza. "...he said he was with Eisenwald-"

-SMACK!-

A hard impact from Erza's gauntlet-less hand sent Natsu tumbling to the ground. Lucy, Gray and Trixie once again flinched as she struck him... "YOU FOOL!" Erza roared. "That is exactly who we are chasing after! Why did you let him get away!?"

Natsu, now very confused, merely rubbed his tender cheek. "What? That's the first I've heard of it..." he defended lamely.

"We talked about it on the train ride here, you should listen when people are talking to you!" Erza lectured.

"...she completely forgot that she knocked him out herself didn't she...?" Trixie whispered to Gray.

"This woman is unbelievable..." Lucy said with a sigh.

"...yup..." was Gray's solitary reply.

"That's Erza for you!" Happy chirped.

...Five minutes later...

Erza slapped the S.E. plug back on her wrist and readied the magic mobile. "...So he was on the same train as we were..." she said. "...we need to find him."

Gray looked at Natsu. "So, what was this guy like?" he asked, genuinely curious.

"He didn't look like a guy you'd expect to be in a dark guild, but he had this weird looking flute thing." Natsu recalled thoughtfully. "...On the end, it looked like a skull, but it had three eyes."

"...That's creepy..." Gray muttered while Trixie nodded in agreement.

"A three eyed skull?" Lucy asked, a little alarmed.

Trixie arched an eyebrow. "...ringing a bell, is it?" she asked. All this talk of evil artifacts was starting to put Trixie in a dark mood, and it was showing in her tone a little more then she had intended.

"...It's just...I've heard of that flute before..." Lucy said nervously. Erza was backing up in the magic mobile as Lucy continued. "...Lullaby: The cursed song... it's death magic!"

"What?!" Erza snapped her gaze to the blond. It was safe to say that everyone's attention was now undivided on Lucy.

"The cursed song? like some kind of incantation?" Gray asked. It was clear in both his expression and his tone that he didn't like where this was going. Trixie certainly didn't...

"I've only ever read about it in a book before...but in this world there are magics that are so terrible that their practice is outlawed at the highest degree..." Lucy explained.

Erza nodded, a dark frown across her features. "...that's right... cursed black magic that will kill the one it's used on..."

"well, if I'm right..." Lucy was clearly getting very shaken over the notion as she spoke. "...Then lullaby is among the worst of the worst..."

...Kunugi Station...

A woman screamed at the top of her lungs as a man was cut down before her eyes. A train station worker now lay dead at the feet of the notorious 'Erigor the Reaper'; A dark scowl on his face, and murder burning in his eyes. "This train belongs to Eisenwald now!" he declared. The Eisenwald Guild then began ransacking the train; for what, no one else knew. "Get everything off the train!" he barked. "Luggage, the conductor, ALL OF IT! If anyone dares to defy us then kill them all!" he roared, unaware that they had an observer watching them from just around the corner, completely unseen in the chaos.

...

By happy coincidence, Lazaro Sarabaas had been passing through when he'd spotted the Eisenwald guild. Another member of the "Shadow Hand Syndicate" as their alliance had been called. There was a few small time dark guilds in their alliance, but Eisenwald and Blood Diamond were the major players. He couldn't help but smile as he observed and wondered what they were up to... Perhaps they'd be interested in a joint venture when their current little...what ever it was they were planning... was completed.

Their new benefactor had graciously given them a silver mine as payment and so they'd be doing jobs for her for a while yet, with the promise that there would be greater rewards if they stuck with her to help her carry out her goals as she revealed them. she was rather quiet on her endgame, but she said that eradicating the magic council and a select few of the legal guilds, master and all, was an integral part of her plan...

He smiled under his mask as he couldn't help but wonder how long they would take to notice him, he wasn't exactly subtle to spot...

...

"Well, look who's here." The voice of Kageyama drew Erigor's attention to a train car a little further down from his position.

"Kageyama..." Erigor greeted calmly. "...I heard you were coming back aboard this train. There's quite a bit of wreckage here, care to explain what happened?" his tone demanded answers, and Erigor wasn't a man who liked to be kept waiting...

Kageyama only smiled. "Oh, come on. Aren't you the least bit interested to see what I brought back with me?" he asked reaching into his jacket and pulling out the Lullaby flute; distinguished by the three eyed skull. "I finally managed to break the seal." he said, a dark smle on his face.

"Excellent." Erigor said with a smile of his own.

"Oh yeah!" one of them said. Apart from the odd pharoh-style headdress on his head, he wore a simple, unassuming navy blue suit.

"Is that it?" another asked. he was a much larger fellow who wore a red jacket reminiscent of nobility or military.

"Yes, this is it, men...the forbidden lullaby!" Erigor declared triumphantly. "At first it was a tool for casting simple death curses... simple but limited..." his grin grew as he spoke, almost reverently, of it. "...But then the dark wizard Zaref transformed it into a demon flute." Erigor was now grinning ear to ear with psychotic glee. "...Now its song will kill thousands! MILLIONS!" He raved.

Erigor's ravings were cut short as a voice familiar to him rang out. "Ah, so that's what Eisenwald has been up to lately!". All heads turned to see a man walking towards the white haired assassin. A man in a tattered coat and a white mask with blood seeping from the eyes and mouth; Lazaro Sarabaas. "...You boys have something big planned I imagine, eh?"

"Indeed!" Erigor greeted. "It's been a while, Lazaro." Erigor held out the lullaby flute. "...We have something special planned for the guild masters at their conference...I don't suppose you'd care to join the fun?"

Lazaro brought a finger to his chin. "...hmm..." having them owe Blood diamond would certainly help in the long run... Oh who was he kidding? Of course he was in! "...Yes...I believe I shall, and perhaps when this is done, Eisenwald would like to Join Blood diamond in something rather special...?"

"Intriguing...we'll discuss it further in a moment..." Erigor said with a nod before turning back to Kageyama...

...

Gray was once again frantically grasping the roof of the magic mobile, this time because the cab was completely full up with people, being Natsu, Lucy, and Trixie, who had opted to ride in the car this time as she didn't want to risk burning herself out with a repeat of earlier... "Slow down Erza!" Gray shouted over the sound of the engine. "If you keep this up, you'll burn through all your magic energy before we even get there!"

"We can't take any chances!" Erza called back. "If Eisenwald gets too far ahead of us, then we won't be able to stop what ever they have planned!"

"...And Lives will be lost..." Trixie finished in disgust. A scowl on her face.

...The Town Of Clover...

"Oh, I am so jelous Macky." A large man dressed in vibrant pink swooned. "They're so full of life, and they're such cutie pies!" This was Bob. the guild master of the Blue Pegasus guild. Many are always surprised to find out that yes, he is a man and not an overweight woman... many of the other guild masters often make jokes about how effeminate he is, and he rolls with them surprisingly well.

"Oh, you mean Lucy?" Makarov Drayar inquired, inebriation slurring his speech slightly. "...Yeah, she's one of our newest recruits, and she's got a body that won't quit!" he declared. "...Trixie and Sunset are up there too! heeheehee!"

"Oh, so naughty!" Bob gushed, covering his face with his hands.

"I wouldn't be joking around too much if I were you..." a gruff voice said from the buffet table. It's source, a man wearing a simple black t-shirt and a wizard hat with a spiked red band around it, with a matching collar around his neck. This was Goldmine; the master of the Quatro Cerberus Guild. "Your wizards may be spirited, but ya gotta admit, they go overboard sometimes." he pointed at Makarov with the kebab in his hand to emphasize his point. "...Some folks are concerned that your wizards will level an entire city if they aren't careful... Can't say I blame them."

Makarov shrugged it off. "Bah, let them worry; what do I care?" he laughed. "Their just jelous 'cause my wizards are HOT!"

"Oh, Macky." Bob gushed once more. "You shouldn't talk about your wizards like that, you're such a scoundrel!"

Master Makarov! Mail for Master Makarov!" a high pitched voice chirped. A small blue bird with a wizard's hat flew over to them with a letter in its tiny talons. "I have a letter from miss Mirajane, sir!" it chirped again.

"Oh, thanks a lot..." Makarov replied.

"No problem!" the bird chirped before flying away.

Makarov traced his finger around the ink seal on the envelope and a blue spell-circle flashed over it for a brief moment. A projection of Mirajane herself appeared in the spell circle's place. "Hello Master" the projection greeted. "I'm glad you made it to the conference safe and sound."

Makarov held out the envelope for all to see. "See? this beauty's our poster girl Mirajane! Grab some eye candy boys!" he laughed.

"Ooh La la..." Bob appraised. While many would call Bob's sexuality into question, even he would never deny a woman's beauty.

Goldmine whistled. "That's Mirajane? I haven't seen her in a good while, she sure has matured..."

"Oh Master, you're not gonna believe it!" the projection of Mirajane cheered. "Something amazing has happened! It may be the most amazing thing in the history of Fairy Tail!"

Makarov blinked. "Really?" he asked incredulously. What could possibly be so...

"Natsu, Erza and Gray have all teamed up together! Isn't that amazing? They are probably the most powerful team in all of Fairy Tail!"

No...

No...no...

"I'm sorry to other you, Master, but I just had to tell you the amazing news!"

"...Not...those three..." he wheezed.

"See you soon Master!" The projection chirped before vanishing in a little flash.

How could this happen? How could this be allowed to happen?! "Those three really COULD destroy an entire city!" Makarov whimpered. "The conference ends today, so I can be back at Fairy Tail by tomorrow afternoon, I just hope nothing crazy happens between now and then...Oh, please let nothing happen..."

...

"I can understand hijacking cars or boats, but why go through all the trouble of stealing a train?" Lucy asked.

Happy was looking out at the chaos below at Kunugi Station next to Lucy while Trixie was trying to keep Natsu from vomiting on her... "It doesn't make much sense to me either...They aren't much good for a getaway cause it can only follow the tracks it's on..." Happy stated.

Trixie shrugged. "Well, unless you can fly long distances, then Train is the fastest way to get around..."

"I guess it's up to us to find out where they were going and why they were in such a hurry..." Gray stated thoughtfully...for some reason in nothing but his boxers...

"...Pants Gray...?" Trixie inquired in slight annoyance.

""hm?" he looked down at himself. "Oh..." he said as if it were no real problem.

"The military has already been called to action, so it should be only a matter of time until they find them, right?" Lucy asked, noting the armed battalion outside of the train station.

"I hope that's the case, Lucy..." Erza said before starting the engine and driving away...

...

A loud crack thundered through the train car. Kageyama dove in terror as Erigor swung his scythe down at him, splitting the bench that he had been sitting on. "...Now, let me get this straight..." Erigor seethed. "...Not only did you let one of those Fairy Tail 'flies' see the forbidden Lullaby, but you then let him GET AWAY?!"

Kage waved his arms frantically. "But, it's not like he knows anything about the plan, sir!" he pleaded. "...and even if he did, there's no way he and his stupid guild would be able to stop us, right?"

This did nothing to stay Erigor's fury, as the scythe wielding man swung his weapon again; this time, the blade punctured the hardwood floor of the train car inches away from Kage's crotch."We can't take any chances!" he bellowed. his expression changed to his usual confidence. "It's fortunate that we have a strategy in place at Oshibana station...can't have any of Fairy Tail's flies buzzing about where they're not wanted." he held up the flute in his hand. "As I advance to the final stage, it will be up to all of you to swat them away..." he nodded to the masked man, sitting calmly not far from where they stood. "...Lazaro will over see things at the station and ensure that the trap goes off without any problems. You all will be taking orders from him in my absence..."

Another Eisenwald wizard in the train car grinned. "Man, we really lucked out getting Lazaro for backup!" he cheered. "We're practically guaranteed victory!"

Erigor smiled. "Yes, gentlemen, it seems as though the divines themselves are aligned to our cause. None the less, we will not leave this to chance!" he declared. "...And Lazaro's help comes with a price. He tells me that Blood Diamond is also planning something big and has invited Eisenwald in on their operation to spread the wealth that they will obtain!"

The wizards of Eisenwald cheered.

...

A familiar magic mobile sped through the streets of Oshibana toward the train station. Gray, through a terrible string of bad luck, ended up once again clinging for dear life to the top of the vehicle while Erza drove. "Slow down Erza!" he shouted. "At this rate you're going to overload the S.E. plug!"

Erza merely stared forward. "There's no telling how many innocents will die if the Lullaby is played!" She defended. "I can't slow down now!"

"But at this rate, you'll use up all your magic energy before we even start fighting!" Gray pressed.

Erza grinned. "Well, then I'll just have to use hand to hand combat." She shot back. "Besides, This is why I asked you and Natsu to join me!"

In the car, Happy sat in Trixie's lap with a thoughtful expression on his face. "...hmm... I feel like there was something important I was supposed to tell you..."

Trixie had been trying to keep Natsu from throwing up when Happy spoke. "Supposed to tell me?" she asked.

"...no. Lucy..." Happy corrected.

Trixie mere gave the cat a curious look before returning her focus to not being vomited on by Natsu... "...I can't believe Erza's still going at full speed..." she commented. "...She's gotta be feeling it by now..." She couldn't help but feel like this was going to bite them soon...

"I AM NOT SICK!" Lucy's shout snapped Trixie from her thoughts.

"...But if that's not it then what was it...?" Happy muttered."...Lucy's weird...?" Trixie smirked. "...hungry...fishey? I like fish!" She couldn't help but laugh at that one...

Lucy shot a dirty look at Happy. "Don't talk about such things and call me weird!" she cried indignantly.

Erza was still driving at full throttle. She's be lying if she said that she wasn't feeling the burn by now, but that wasn't important. Looming over the rooftops ahead of them was a thick billowing column of black smoke. "What is that?" she muttered.

...Oshibana Station...

A large cowd of people had gathered at the entrance to the train station; many of them curious onlookers who just wanted to know what all the fuss was about. Others were would be passengers who weren't allowed to even enter the building. "Everyone, please stand back!" the train station worker announced with a megaphone. "The train station is closed due to a derailment!"

Among the crowd were three young women. The first one, a fair skinned beauty with glamorously styled long blue hair. Her ensemble consisting of a fancy looking white sleeveless top with the elegant blue shoulder straps hanging loosely around her shoulders that glittered beautifully in the sunlight. A lovely blue skirt and high heeled boots finished her outfit. "A derailment?!" She wailed. "...Of all the bad things to have happened, this is the WORST...,POSSIBLE...THING!" she cried, much to the chagrin and amusement of her two companions.

To her right, a slightly shorter girl with purple and pink streaks decorating her boyishly styled dark hair. She was rather boyishly dressed as well. A purple button up shirt with the sleeves rolled up to her elbows, grey fatigues and purple lace up boots consist her outfit."...Oh, chill out, Rene." she chided after plucking the lollipop from her mouth. "...clearly something bigger is going on and they're trying to avoid a panic..." she said nonchalantly.

The third, a tough looking blond with a simple plaid shirt, blue jeans and cowboy boots and hat with a revolver holstered at her right hip and a guitar strapped to her back shook her head in annoyance. "Ah, know what you're thinkin' Dusk...and the answer is 'NO'." she said with a flat unimpressed tone. "...Your last 'brilliant idea' landed us in a heap o' trouble and Ah ain't in the mood to go sneakin around the train station when we just barely avoided gettin' arrested once this week already!"

Dusk spun on her heel to face her blond companion with her best 'sad puppydog' look. "...please, Alexis...?" she pleaded with a pouting lip. "I'm telling you, it was totally worth it to expose that Everlue prick!" she reasoned. "...we DID end up getting rewarded for it after, remember?" she asked, never breaking the sad puppy gaze.

They stared at each other for a moment before Alexis sighed warily. "...alright, FINE!" she conceded. "...but we're going to do it smart this time, right?" she asked in a tone that suggested that it was NOT a request.

Dusk blinked. "...uh..."

Alexis glared. "Right?!" she growled.

"Ah! Okay, okay!" Dusk relented.

Rene chose this moment to speak. "Oh, and Dusk, darling?"

"Yeah?"

With a sugar sweet smile and tone, she continued. "I'd prefer if we stayed away from crawling in vents this time around... This is my last clean outfit and I want to make this one last more then two hours."

Dusk's eyes darted around nervously. That was exactly how she'd planned on sneaking in... " ...uh...but what if it's necessary to-"

"NO. CRAWLING. IN. VENTS..." she hissed menacingly; her fingertips transformed into crystalline diamond claws to enforce her statement.

"Wah! Okayokayokay!" Dusk whimpered. It was true she was the sneakiest wizard thief from here to Crocus, but sometimes her ideas were so outlandish that anyone outside of an insane asylum would consider them crazy beyond all reason... that's because most people can't appreciate that genius and madness often come hand in hand...

"Alright, let's find an entrance that doesn't have a bunch of people all over it..." Alexis directed; and with that, the trio slipped out of the crowd and around the corner.

...

Erza and everyone had exited the car and the red head approached the worker standing in front of the trian station. "Excuse me, could you tell me what's going on?" she asked.

"Why would I tell you, Lady?!" he demanded.

-SMASH!- Erza answered his question with a scowl and a sudden headbutt.

"What's going on?!" Erza demanded of another station worker, only to headbutt him down to the ground a moment later.

Lucy looked on with a wary resignation as Erza moved on to another worker. "...It seems her method of questioning is a tad counterproductive..."

"...yup..." Trixie nodded.

"Erza's got her own way of doing things..." Gray stated matter of factly.

"The Eisenwald guild is inside. Let's go!" Erza directed authoritatively.

"You mean I have to carry Natsu inside?" Lucy asked desperately.

"...s...sorry..." was Natsu's weak reply.

...

They were sprinting down the empty hallway. "...A small army unit charged in earlier to combat the Eisenwald forces, but none of them have returned yet." Erza explained.

"Well, you can't exactly expect a bunch of magic outlaws to fight fair..." Trixie countered. "...Of course they fought dirty and of course the soldiers couldn't match it."

Their pace slowed as they rounded a corner and were greeted by the sight of almost an entire platoon's worth of royal knights, sprawled and beaten... "They were completely wiped out." Happy lamented, concern written clear in his voice and his face.

"They were up against an entire guild of dark wizards..." Erza said grimly. "...a small contingent like this wouldn't stand a chance..."

They continued down the hallway until it lead to a large room. A lobby perhaps...? "Welcome!" a new voice boomed. "Step into our parlor, Fairy Tail flies!"

"Whoa! there's so many of them!" Lucy whimpered.

Trixie merely took off her glasses and hooked them to her belt. "...Erigor The Reaper, I presume?" she inquired.

The silver haired man dressed in tatters merely grinned in response. Lucy was desperately trying to wake Natsu up. "Come on, Natsu. We need your help!" she cried.

"Good luck..." Happy said bluntly. "...With the train, then the car, and now you shaking him, it's like a motion sickness triple combo!"

A young man in the front of the large group before them glared nastily at Natsu. "You! It's your fault I got in trouble with Erigor." he growled. "Get up!"

Natsu's eyes snapped open. "I know that voice...!" he whispered hoarsely.

Erza stood her ground. "We're not threatened by any of you!" she declared. "Tell me what you're planning to do with Lullaby!"

Erigor smirked. "Oh, so you haven't figured us out entirely yet?" he taunted before levitating up into the air with the sound of howling wind. "What do all train stations have?" he asked condescendingly.

"Levitation...?" Trixie mused. "...no that's something else, not telekinesis."

"It's wind magic!" Happy pointed out.

Erigor landed into a crouching position on top of a P.A. speaker tower. in the lobby with a laugh. Erza's eyes went wide as the notion rammed into her like the front grill of a train. "You're planning to broadcast the Lullaby's song?!" she asked in horror.

Erigor laughed once more. "Hahahahahaha! Thousands of nosy onlookers have flocked to the station to see what's going on. Who knows, maybe I'll be able to kill every single one of them with my cursed melody of death!" The man finished with a feral psychotic grin.

"What the hell is wrong with you?!" Trixie demanded. "what beef could you possibly have with these people that would lead you to genocide like this?!"

Erigor was unfazed. "This is a cleansing of all the ungrateful fools out there who fail to appreciate the rights they hold so dear." he raved. "...those who, all the while remain willfully ignorant to the plights of those who have had their rights stripped away from them!"

A new voice rang out from the crowd. "They have committed the sin of turning a blind eye to the world's... -sigh- ...Okay, ya know what?"

"That voice!" Gray blanched. He recognized the voice of the masked lunatic from Lilactown anywhere...

The wizards of Eisenwald parted down the center of their horde to reveal Lazaro Sarabaas. "...All this noble talk really is just a load of crap. We know it, they know it." The masked man said nonchalantly. "We all know you just want to kill them just because you can..." he said, completely ignoring the glaring eyes of Erza. "...so let's stop wasting each others time, shall we?"

"Killing all these people isn't going to get you your rights back, It's only going to make it worse!" Lucy reprimanded. "That's the whole reason you were kicked out of the wizard league in the first place!"

Erigor turned his gaze to the blond. "At this point, we've given up on trying to regain our rights. We want Power!" he clenched a fist in emphasis. "Then we will be able to wash away the sins of the past and take control of what happens in the future!"

Trixie took of her hat and ran her fingers through her long silver hair. "Well its good to know you all are completely mad..." Trixie said with an easy tone and a lop-sided grin. "It'll make putting you in you place that much easier...but before that starts, I do have one simple question..."

Erigor cocked his head to the side in amusement. "...And what would that be?"

Trixie's expression shifted into a hard glare. "...The five your shadow wizard dragged away a few days back...are they still alive?"

"They are..." Erigor granted, then his grin darkened. "...for now..."

"...Good..." Trixie breathed a sigh of relief.

It was Lazaro's turn to tilt his head, this time in curiosity. "Why are you concerned about them?" the masked man asked.

Trixie grinned and for a moment, her eyes flickered red. A dark grin of her own adding menace to her disdainful glare. "...You know, I was like all of you, once..." she said calmly. "...All I cared about was power and revenge... Money and fame..." She reached to her belt and drew out a small object that resembled a fancy pen or pencil. With a flash of violet light, it grew into the wooden staff she'd taken from the runaway that had attacked them before. "...needless to say, I was NOT a nice girl..." The end of the staff ignited in a midnight blue mass of magic energy that shimmered with brilliant ribbons of pale blue and green. glittering flecks glinted as she moved. It was as though she'd captured a small chunk of the night sky at the end of the staff. "Then it all came crashing down on top of me..." she continued.

"...And I was at my lowest... All over my homeland I was known as a usurper and a slaver, and I was hated for it." She glared up at Erigor, with barely contained fury as all her building disgust and contempt for their actions, and her own, started to boil over. "...And if you don't surrender...I'm gonna show you...all of you...that side of myself, and you will find out the hard way what it feels like to have everything you've worked so hard to build fall away under your feet!"

Her eyes glowed intensely as she neared the end of her speech; her violet irises practically invisible against their intense glow. Kageyama could only stare at the woman before their small army. She knew what it was like...? She knew what it was like and yet she turned from that dark path and strives to change things...? "That was very heartwarming, Trixie Lulamoon..." Lazaro interjected casually. "...and quite fortuitous that you happened to be a part of lady Erza's reinforcements..." He looked up at Erigor. "I'll handle it from here; you do have an appointment to make.". He returned his gaze to Trixie. "My employer wants you, Trixie..." he revealed. "...An old friend of yours... and I would hate for you to miss a chance at a reunion..." He said before his casual attitude gave way to hysteric, demented laughter.

...Chapter End...

...Next Time: The True Face Of Lullaby...


	7. The true Face Of Lullaby: part 1

The True Face Of Lullaby

To say that Trixie was a little disturbed by Lazaro's words was a bit of an understatement. Who could this "Mutual friend" be? Could the spirit of the alicorn amulet...? No...There would need to be a physical body involved... 'Oh no...' she thought. '...Don't tell me some poor fool found it and put it on...?'

"Well, sorry to dissapoint you, but you're not taking her!" Gray declared defiantly. "...besides..." He smirked. "I would have thought you wanted another chance to throw down...".

Lazaro laughed. "Hahahahahahaha! Oh, I haven't forgotten about that little black mark you and your absent partner put on my record." Lazaro assured with a demented glee in his tone. "Do you happen to recall what I said that day?" his tone becoming a little more condescending. "...she dies first...then you will die...". In a blur of motion that Gray could barely keep track of, Lazaro was right in front of him; his blood stained-masked face mere inches away from his own. "...I'm going to make you watch..." his voice a menacing hiss. He drew one arm back. "...and then you are going to..." He slammed his open palm forward into Gray's chest. "DIE!"

"Guuaaagggghghhhh!" Gray choked out a cry of agony as he flew backwards.

"Gray!" Lucy cried after him.

Erigor laughed. "It looks like you have everything in hand, then. I leave this to the rest of you, gentlemen!" he called before seemingly dissapeared into thin air.

One of the Eisenwald wizards, Kageyama, grinned. "We're rolling in a new era of darkness!" he declared triumphantly, then arched an eyebrow in what was probably intended to be a casual lop-sided grin, but turned out a psychotic expression that would send shivers down the spine of any normal person. "...Of course by the time it gets here, you fairies will be LONG GONE!" he placed his hand on the floor and familiar solid shadows arched out ahead of him towards Lucy.

Th blond girl screamed as the shadows all leapt off the floor to attack her. That's when a certain pink haired teammate jumped in the way and swatted the attack away as though it were nothing. Kageyama's grin dissapeared quickly, once again scowling. "Bah, you again?!" he demanded, a snarl of fury marring his features.

Natsu had a grin on his face. "Eisenwald Dude! I knew I recognised your voice!"

"Natsu, you're back!" Lucy cheered.

Natsu's grin grew ever wider. "Oh, looks like we've got ourselves a party here, huh?"

Lucy was horrified. "What?! No Natsu, these are the guys we're supposed to fight!" she cried.

Natsu's smile took a feral, predatory quality as he cracked his knuckles. "...like I said...It's a party..."

"Natsu, get Gray and follow after Erigor!" Erza ordered. "...Don't let him get away!"

Gray was already back on his feet and engaging Lazaro. "I'm afraid I'm a little busy at the moment!"

Erza glared at the horde of Eisenwald wizards with grit teeth. This was bad...she wasn't planning on Lazaro being here... he was csapable of matching her at her full power, even with Gray here, she feared they just might have bitten off more then they could chew...

Trixie swung her energized staff in a wide arc in front of her, causing its stored energy to release in an explosive shockwave that almost looked like tha night sky had ripped a hole across the area before them. "GRAND COMET TAIL!" she called. smirking in satisfaction as a large group of the were scattered by her spell, then turned to Natsu. "Natsu, Let's get after him!"

Natsu nodded. "Right!"; and so the two of them ran for the hallway at the top of a small flight of stairs.

This wasn't her plan, but Erza had no choice but to trust that Natsu and Trixie had what it would take to take Erigor out. "...Good luck..." she whispered.

The eisenwald wizard with the pharoh style head-dress extended his arms and a plethora of black cables or ribbons shot up and latched on to the railing of that sme uper level to persue. "I got this!" he declared. "I, the great Rayule, will take them down!"

Kageyama growled. "I'm not done with you yet, Bubblegum Boy!" he raved as a golden spell circle glowed under his feet, and he sank into his own shadow.

Meanwhile, Lazaro had Gray on the defensive. "I need you to try and help Gray while I deal with all of them, Lucy." Erza said grimly.

"What, you're going to take on practically an entire dark guild all by yourself?!" Lucy asked, unable to hide her worry.

Picking up on this, many of the Eisenwald wizards began laughing. "Ha, my Mom always said never to hit a girl, but I think I can make an exception for you." one of them said with a vicious smile on his face.

"Yeah, sorry ladies, but you're not gonna be near as pretty when we're done with ya!" another said while cracking his own knuckles.

Erza held out her hand and a bright red spell circle flickered at her open palm in a similar fashion to what happened to Trixie's 'starfall barrage' as she called it, and an ornate long sword appeared in her hand. "If you insult the Fairy Tail guild again in my presense... I swear, none of you will live to see the sunset!"

A large group of Eisenwald wizards conjured various weapons of their own. "You don't scare us!" one of them roared. "We've got tons of magic swordsmen in Eisenwald!" and several of them charged forward to attack.

Erza was unfazed and seemingly made no move to attack or defend until the very last second, then, with lightning quick reflexes, she made two arching swings, sending the entire group of attackers flying and shattering their weapons. Then Erza turned her feirce gaze to the rest of the swordsmen. "Rrrrrraaaaaaaagggghhhhhhhh!" She bellowed as she charged to meet the rest.

Another Eisenwald wizard held out his hand and a blue spell circle flashed over it for a split second. "I'll show you!" he roared before a mass of magic energy appeared in his open hand and he threw it at Erza, several others following suit.

Erza effortlessly dodged by jumping up in the air over their attacks and her sword vanished in a flash of crimson light; replaced by a spear. Lucy was completely dumbstruck. "It's a spear, now?!" she exclaimed incredulously. She continued to watch in awe as Erza wiped out wave after wave of attackers, each with a single wide sweeping attack.

It wasn't long before Erza had cicled to a new weapon; this time, twin short swords. Lucy didn't have time to admire Erza's prowess farther as she remembered that she was supposed to help Gray. She looked over to see him fighting back, though she couldn't help but feel that the masked man was just toying with him. "Right...Time to get to work!" she said, drawing a gate key from the holster on her hip. "Open, Gate of the Crab: Cancer!"

In a flash of pale blue light, there he was. A tall lithe man with dark red skin and large crab-leg appendages growing out of his back. He would probably be a terrifying sight if he weren't dressed like a male model... "You need me to take these dudes out, baby?" he asked, with a surprisingly gruff voice.

Lucy shook her head. "Not exactly. I need you to focus on that masked guy and help Gray!" she instructed.

At that moment, Cancer snapped his attention to the opponent in question, and Lazaro whipped his own gaze to meet it. "...Ah...so she's a summoner, is she...?" Lazaro mused.

Scizzors ready, he charged forward and assaulted Lazaro with a blinding flurry of jabs, lunges and slicing motions. Lucy was horrified to see the man dodging and blocking all of Cancer's strikes. "Wow, he's fast!" She couldn't help but be both imprerssed and horrified that someone was matching Cancer's agility blow for blow.

Gray took a moment to catch his breath at the sudden reprieve granted by Lucy's intervention. "...Yeah...This guy's a league all his own..." He admitted through his heavy breathing. "You'r spirit's pretty impressive too, but I don't know how much he'll be able to keep this up on his own..."

The two of them could barely keep up with how fast the combatants were going, but they could see the battle was wearing on them. Lazaro's sleeves were shredded to tatters, and several cuts were visible on his arms that were actually drawing blood. Cancer was taking several blows as well. His once pristine blue pin-stripe shirt was now looking like it was fished out of a dumpster, with torn seams and stains from perspiration and blood starting to seep through it... The crab spirit also looked to have taken several blows to the face as one lense was cracked out of his sunglasses and finally, he sported a couple fresh bruises on his face.

Meanwhile back with Erza, The red haired woman was starting to slow down. 'Gray was right...' She thought. '...I've used up too much of my magic just getting here...'... "There's still so many..."

"Rrraaaaarrrggghhhh!" A sudden battle cry from her left drew her attention just in time to see her attacker when...

-BLAM!-

The sound of a gunshot boomed through the room and her attacker was suddenly jarred out of mid air into a new path directly into the ground. Erza spun to see the newcomer. A young woman around her age stood with a magnum revolver held out in front of her in a gloved hand; A look of cold steel in her emerald green eyes. "...Well...looks like Y'all were right, Dusk..." she said nonchalantly, a smirk forming on her lips. She twirled her weapon on her finger and flicked her blond bangs out of her eyes.

...

Dusk Shianne grinned at Alexis' admition. "Told ya so!" she chirped before skillfully slipping passed them towards where a creepy looking masked guy was fighting a wierd crab man. "Heyo!" she cheered as she had slipped in between the two combatants, making them both jump back in shock.

"Who the hell are you?!" the masked man hissed.

"The name's Dusk Shianne of Phantom Lord." She greeted with a smirk. "...wizard, thief, and dark guild exterminator extraordinaire!" she finished with an extravagant bow before looking at who she presumed were the Crab-man's allies. "You guys look like you could use a hand, gorgeous..." She said to the hot blond chick and the equally hot shirtless guy next to her.

The masked man merely glared at her for a moment before dropping into a stance ince more. "...It seems that th game is no longer in my favor... this will be problematic...

Alexis sauntered over to where the small army was crowding around a red head who, if she were to hazard a guess was the famous Erza Scarlet. "...So, ya wanna fill me in on just what the hell is going on?" she asked the redhaired woman while Rene elegantly strode over.

"These wizards are with the dark guild Eisenwald, and they intend to wipe this town off the map with a demon flute called Lullaby..." The red haired woman explained. "...My name is Erza, by the way, you have my thanks for the assistance." Ha! knew it...

Alexis turned a venomous glare to the Eisenwald wizards, and Rene flicked her hair back. "...well we can't have that now, can we?" she asked rhetorically. "Allow us to even the odds, Darling..." her sugar sweet tone was betrayed by the disdainful sneer upon her features. "...To think that Phantom Lord and Fairy Tail would be working together to eliminate a dark guild..." She mused. "...The master will be surprised when we tell him about this..."

"...Eyup..." Alexis nodded in affirmation.

Erza was shell-shocked. these women were with Phantom Lord? She looked over them to see that the blonde had their guild mark embossed on her belt buckle while the dark haired one had it tattooed in pale blue on her upper arm. What were Phantom lord wizards doing here? Were they on a job? Wizards of their two guilds crossed pathes so rarely that it would always turn heads when ever someone came back with such a story. "I'm afraid I must ask you for help with these men." Erza admitted to them. "Erigor the Reaper is here to personally oversee their mission and even Lazaro Sarabaas of Blood Diamond is backing them up." she said nodding toward the masked man, now engaged with their third member, fighting along side Gray and Lucy. "I need to catch up with Erigor so I can stop him, but I used so much energy just getting here, that I'm starting to slow down. "I have to stop him but these men are in the way..."

"Well, Then we shall give you an opening, Darling..." the posche girl said witha dramatic hair flip as she adjusted her stanse and took a deep breath. "CRYSTAL DRAGON ROAR!" She bellowed as a cyclone of prismatic glitter exploded from her mouth. It looked like a horizontal tornado filled crystal shards of various colors and iredesscant clarities as it mowed down all the Eisenwald wizards in it's path.

"Get going, we'll deal with these punks!" The blonde laughed hartily. "MAGNUM SHOT: IMPACT RICOCHET!". A small spell circle flashed at the muzzle of her revolver and a bright burst of magic energy shot fourth from the barrel and in mere seconds, the shot ricoche'd across ten men and they all dropped.

"Thank you!" Erza called over her shoulder as she ran off for the hall.

...

Natsu and Trixie ran down the hallway, unaware that they wee being followed by a Eisenwald's shadow bending wizard, Kageyama. Trixie looked over at Natsu as they ran. "So, where do you think he's hiding?" Trixie asked as they ran.

"I don't know." Natsu answered. "Normally, I'd be able to track his scent, but his wind magic makes it feel like his scent is coming from everywhere."

It was a few minutes later of solid running until they came to a 'T' in the hall. "...which way...?" Trixie asked, a little unsure. The sighn hanaging from the cieling marked the hall leading to the left as 'Old Line' and the one to the right was marked 'New Line'.

Natsu took a moment to look down each hall from where they stood. "I thgink we'll have to split up." He replied thoughtfully. "You take the left hall, and I'll take the right."

"Okay..." Trixie nodded and turned to look down the hall herself. She was about to start down the hall when she paused. "...Natsu..."

"Hm?" He turned back to loo at her over his shoulder.

"...We're fighting against a bunch of guys who want to genocide the entire city with this demon flute of theirs..." she said. "...If you find any of them, give them a thrashing." she finished with a competetive smirk.

Natsu returned the gesture. "You bet. I've got a bone to pick with that shadow dude anyway." Natsu grinned. "...and if you find any, you be sure to do the same!" he declared.

Trixie nodded. "Right!" she replied. They turned back to their hallways. "Happy hunting!" she called as she took off down the old line hall.

"Right back at ya!" Natsu called back as he ran down the new line hall.

...

Trixie ran down the hall untill she stopped at a corner in the hall way; a speaker mounted up on the cieling. "...They're going to play it over the broadcast system...I need to find the studio..." she deduced before taking off once more. She was starting to feel the burn of exertion in her lungs when she finally found it.

She took a second to catch her breath before reaching for the door knob. Locked. "Of course it's locked..." she groaned in annoyance and took a few steps back. "STARFALL BARRAGE!" she called as she held out one hand and a familiar purple and silver spell circle flashed over her palm and a barrage of magic star projectiles shot from it, effectively blasting the door down. The lights were off inside the studio. "...That's wierd... there's no one here..." She wandered in to take a look around. "...But, he said in the lobby that they were going to broadcast it...didn't he?"

Trixie stood for a moment more before she felt a horrified tension grip her and she dove forward; just in time it seemed, to evade an ambush from above. The sound of several swinging whips and shattering concrete behind her boomed through the room. She fumbled back to her feet to see the the Eisenwald wizard with the pharoh style hat hanging from the cieling above where she was just standing by black cord like things tied to each finger that writhed like tentacles. "Good guess!" he chimed. "...As you probably figure out by now, Our plan isn't quite so simple as you first thought."

Trixie regained her composure and flicked a stray lock of hair out of her eyes before adjusting her hat. "...Clearly..." she answered. "...so are you going to be a good boy and tell me what the plan is..." she asked as she drew her staff back out of her beltloop and ignited her magic to restore it to its proper size. "...Or do I have to beat it out of you?"

Her opponent looked at her as though her question was the stupidest thing he'd ever heard. "Hahahahahahahahahaha! You dumb broad..." her eye twitched. This condescension was starting to grate at her nerves the more she'd heard it. "...You really think it'll be that easy?! Just ask and I'll tell you whatever you wanna know?! Hahahahahahahahaha!" her casual facade was starting to slip. "You have gotta be stupidest back alley slut I've ever met!" Oh...it is on, now... "...and now you're stuck here with me!" he finished with a predatory grin. "...I am the great Rayule...and I'm gonna have some fun with you little girl..."

Swing after swing...His attcks were rapidly destroying the studio more and more as each impact she dodged was shattering the floor...the walls...the cieling. He was definitely persisstant, she would grant him that. Trixie wasn't sure how much longer she could stay on the defensive and make it out of this... "This is bad..." she muttered.

Rayule swung again. "There's no escape from my urumi!" he bellowed as his 'urumi'...whatever that even is... began zig-zagging in the air, and becoming much harder to dodge.

'Time to improvise...' Trixie thought. "STARFALL SATELITE!" she called as she conjured her magic stars and did a quick puroette, causing the stars to begin quickly revolve in orbit around her in a constant protective berrier. the urumi crashed against the stars and recoiled back to him.

"What kind of magic is that?!" Rayule demanded. His anger made him swing even harder. Once...Twice... His third swing shattered her protective spell and the urumi cords wrapped around her violently, binding both arms to her sides. "I've got you now!" he roared triumphantly.

A dark and familair feeling began welling in her chest throughout their fight, but now he had her, and it was becomeing all she could do to contain it. If this continued... it would come out...and that terrified her. She was hoisted up and slammed into the cieling above her, sending a throbbing agony through her body as the back of her head crashed into the cieling. -THUMP! THUMP!- The darkness in her pulsed with the impact like a heartbeat. Rayule slammed her back down to the ground, once again sending a wave of blinding pain through her. -THUMP- THUMP-...-THUMP THUMP!- Twice, it pulsed.

Trixie managed to struggle to a kneeling position. She chuckled, a lop-sided smirk on her bruising face. "What's so funny?" Rayule demanded.

Trixie was silent for a brief moment further before she spoke. "...you've got it backwards..." she said softly, barely above a whisper.

"Wanna run that by me again?" he taunted. "You're on your knees, defeated...where is your advantage here?"

Slowly and shakily, Trixie pushed a leg up to stand. Slowly, she stood. "..." she muttered. inaudible.

"What was that?" he taunted once more, a condescending grin growing on his features.

Trixie returned his feral grin with one of her own. "...what i said, you lowly mongrel pup..." she growled. "...Is that you have it backwards..." her body was eminating an ominous red aura. "...It is you..." she looked up, her eyes shining a malevolent red glow. "...who is stuck here...with me.". The red aura began coursing through Rayule's urumi and the man began to find that he was loosing control of his weapons as they slowly and carefully began unwravelling from around her, and began snaking back toward him.

"What?!" he shrieked. "...How are you doing that?!"

A cruel smile spread across her face. "...magic..." she said simply. "...My magic...is superior..." she said with a frightening calm as a red spell circle flashed over her now fre hand. "...This time, we play...by my rules."

Rayule was suddenly feeling very afraid. Who was this woman? How was she doing this? No such magic exists; unless... is this some ancient form of lost magic? "...who are you?" he asked shakily.

Trixie's hand seemed to magically phase through Rayule's chest as an identical spellcircle appeared on it, and Rayule screamed in agony. Trixie waited for his screaming to quiet down to pained whimpers before she leaned forward; her lips mere inches away from his ear. "...I am the great and powerful Trixie..." she whispered.

Agony quaked through Rayule's body once more. "Gyyaaaaggghhhhh!" he screamed as her hand pushed a little deeper then wrist deep into him.

"Oh..." Trixie mused. "...I can feel your soul..." She tilted her head with a condescending smirk. "...I didn't think you had one..."

Rayule struggled through a choking cough. "...What are...you doing?!" he choked.

Trixie arched an eyebrow. "Imagine the body as a long bow..." she drawled. "...Your body is the shaft..." She slowly pulled her hand back, but as she pulled farther back, she drew a mass of magic out of him with it. "...and your soul is the draw string..." She pulled it out a little further. It arched out in the middle, where she held it, and curved back into his body at the top and bottom. "All I have to do is pull..." A little further... "...and...release!" As she let go, the mass of energy snapped back at him like a rubber band, sending him flying back into the P.A. Studio. Rayule crashed violently into the wall at the far side of the room and crumpled to the ground.

"Hahahahahaha! That lovely little trick is called the Soul Hammer." Trixie laughed ruthlessly. "...so... have you had enough?" she asked. "...Or would you like to have your soul stretched again?" She slowly advanced on him. The borderline demonic glow in her eyes made all the more menacing as she stepped into the barely lit studio.

Rayule, tangled in his own urumi, was scrambling to back away from the advancing young woman as she loomed slowly towards him like a wraith or a demon. His heart was beating a mile a minute by the time he had backed himself into the farthest corner. He had no choice... "I-it's the guild master's conference in Clover! Erigor's going to play the Lullaby at the conference hall and kill all the guild masters!"

The darkness in her finally subsided and she began to feel the pain of the attacks she'd taken again. Her body was hurting all over. "Good..." Trixie said quietly. "...Now get out of my sight..." she hissed. "...If I ever see you again, I'm dragging your ass to the closest jail cell even if I have to break one of your legs to do it!". Seething at him, Eisenwald as a whole, their plan, and most of all...herself, for losing control... She turned to leave, but cast one final look over her shoulder at him. "Erigor isn't getting the same mercy... don't make me think leaving you here was a mistake, understand?"

Rayule nodded in terror. "Yes! Th-thank you!" he yammered before clammoring to his feet and out of the studio.

Trixie hobbled down the hall, suddenly feeling very drained. "...The rest is up to you, Natsu..." she muttered under her heavy breathing. "...I have to find Erza..."

...

Lazaro realized that he had been fighting a losing battle the moment all three of his opponents started attacking him at once. Gray Fullbuster had once again put a small crack in his mask. The ice wizard hadn't built a reputation for being one of Fairy Tail's more respected fighters by being a pushover, that much was certain. the boy knew how to throw a punch, and throw it hard.

Then there was the interferance from those wenches from Phantom Lord... They would definitely pay for their actions as well... He cursed them all as he made his retreat. Gray, Dusk, and their blond friend with the spirits were all hot on his tail as he made for the closest balcony. He smirked when he saw that Erigor's cyclone barrier wasn't up yet and he was just in the process of casting it. He just had to... He vaulted over the balcony and made it just outside the radius as the cyclone appeared, effectively locking his persuers inside. "Erigor!" he called, gaining the wind wizard's attention. "...Hurry up and get going! Fairy Tail isn't the only guild who has arrived to stop us; It turns out Phantom Lord wants a piece of the chaos as well!"

Erigor was not pleased to hear this. "What did you say?!" he growled.

"A team from Phantom Lord was waiting in the wings as it were!" He called up. "Your little army has been completely decimated!"

"Dammit!" Erigor cursed before turning and zoomed away in the sky.

"...Oh...this has not been a good week for me..." Lazaro groaned.

...about ten minutes later...

The Eisenwald wizard Virod was staring up at the glaring eyes of Erza. "Forget it, lady..." he grunted. "There is no breaking Erigor's sealing barrier. you and you friends are stuck here..."

Erza pulled a fist back, ready to punch him for the fourth time when she heard Trixie's voice. "Erza!" she called.

Erza looked around her to see Trixie on a pedway above the lobby, looking like she'd taken some serious damage. "What are you doing here?!" she barked.

"Never mind that!" Trixie shot back. "We have to get to Clover!"

Clover? "What, why?" she demanded.

"Because, this whole thing was a ruse!" Trixie exclaimed. "Their real goal is the conference hall in Clover! They're going to play the Lullaby and kill all the guild masters!"

Gray, Lucy, and the three girls from Phantom Lord gasped. "What?!" Gray asked, completely godsmacked. The others shared his sentiment as they all shared looks of shock and concern.

Erza's glare intensified as she looked back to her new prisoner. "WHY DIDN'T YOU TELL ME?!" She roared. When pittiful cowering was the only answer she recieved, she proceeded to fling him against a wall in frustration.

"...Where is Natsu, wasn't he with you?" Lucy asked Trixie.

Levitating down on her little star platform, Trixie shook her head. "...We had to split up... if I had to guess, that shadow guy is probaly following him as we speak..."

"Well, we have another problem." Gray interjected. "The whole place is surrounded in a sealing barrier, try to get through it, and it'll tear you to shreds..." His annoyance at their situation clear in his tone and on his face.

"Well, then its a very good thing we happen to have a dispeller wizard, right here!" Alexis said hartily slapping Dusk on the back.

"Uh...yeah..." The arcane thief said dismissively. "...detection spells...damn near any kind of lock, and...wait for it...DOORWAY sealing barriers...It'd take me a good while to crack something this size on my own." She gave her comrades an apologetic smile. "My magic is specialized and not meant for something like this...sorry."

Trixie couldn't help but remember her time with Mist whisper, back in Neighpon. "...I think I might have a way around that..."


	8. The true Face Of Lullaby: part 2

The true face of lullaby: part 2

Everyone's attention was now on Trixie. she now felt a little nervous. "...Okay..." she trailed off. "...So..."

Dusk leveled an analytic look at her. "...You're a dispeller wizard too?"

Trixie gave the eccentric tomboy an apologetic smile. "Not exactly." she answered. "...I know a couple spells that, when put together, can DISRUPT the barrier...not dispell it."

Dusk connected the dots of Trixies words, and a devious smile crept across her features. "...So...You do your stuff to try and make a hole in the cyclone..." she theorized.

Happy, who had sticking next to Lucy during the earlier fighting, finally spoke up. "...And then if Dusk can time her dispelling magic just right, then we can break the barrier!" the little blue cat said triumphantly.

Rene squeeled in delight at the sight of the flying cat. "Eeeeeeee! aren't you just the cutest thing?!"

Trixie allowed herself a smile. "in theory..." she granted. "In truth, I've never had to cast it on a barrier of this size either..." she explained. "...I have no idea how much time I can disrupt it for, OR how many times I'll be able to cast it if we can't time it properly..."

Everyone looked between the two. "Well, what'd y'all think? worth a shot?" Alexis inquired.

Trixie began to sweat while everyone seemed to agree that it was worth trying. '...not to mention that I'm non sure if I can disrupt something like this...' she thought grimly.

She took a deep breath and exhaled. "Okay, time to gather some clouds..." she said more to herself then anyone else.

This statement caught the attention of several people. "Gather clouds...what do you mean?" Lucy asked.

Happy, meanwhile, was being smothered with affection by Rene; all the while had a look of deep thought on his face... "...I still don't remember what I was supposed tell Lucy..."

To answer Lucy's question, Trixie merely gave a playful wink and said "You'll see..."

"Oh, this I gotta see!" Dusk beamed.

"Yeah, I hope you're gonna watch. We need you to hit the hole she makes so we can get outta here..." Alexis deadpanned.

Dusk merely blushed; a sheepish grin plastered on her face.

They all stood out in the balcony, staring out at the cyclone sealing barrier circling them. Trixie looked up at the sky above them, squinting to see the sky through it. She held the staff above her head and began to focus her magic. her whole body hurt from the beating she took from Rayule. 'Come on, Trixie... fight now, hurt later...' she cursed over her throbbing.

Alexis leaned over to Gray with a scrutinizing look. "...What's she doing...?" she asked.

Gray merely shrugged his shoulders. "Don't know..." he said simply. "...She's a new recruit, so I've actually never seen her magic yet."

"...hmm..." Alexis muttered something under her breath about not being very helpful. She arched an eyebrow as she saw a dark cloud gathering overhead. "Gather clouds, huh?" she looked back at Trixie. '...Just what kind of wizard is she...?' she asked herself silently.

Thunder rumbled over their heads as the black storm cloud grew bigger and bigger.

Erza was less subtle about her surprise. "...What? Wheather control magic?!" she gasped. "How?! No such magic is supposed to exist!"

"Are you going to use Lightning to disrupt the barrier?" Gray asked incredulously.

Trixie grinned. "That's the plan!" she called over the hum of the spellcircle at her feet and the howl of the cyclone barrier. "...I won't be able to hold it for long though; something this size will drain me pretty quickly and disipate once my magic runs too low!"

"Dusk, stand by!" Alexis ordered.

"Got it!" the short haired girl replied quickly, readying her own spell; a purple spell circle flashed infront of her, and a holographic interface appeared and her hands hovered over the the key board; fingers ready to type

"Wait for my mark!" Alexis continued.

Alexis turned to watch Trixie once more; staring hard. The gun weilding wizard was silent for a moment before quietly speaking. "...Alright, stranger...let's see what you're made of..."

The spell circle crackled at Trixie's feet as its glow intensified. Electricity arched around her as it pulsed with her magic. She looked over her shoulder. "Get ready, here it comes!" she called. Alexis slowly raised her hand, and watched intently as magic arched and pulsed more and more intensely. The sky above them was a constant light show of lightning as it seemed to be building along with her charging power. Then the charging reached its pinnicle. "STORM BREAKER!"

At Trixie's word, a large bolt of lightning shot down from above and crackled across the barrier in a brilliant display of light and magic "NOW!" Alexis commanded. Dusk nodded and began tapping frantically on the holographic buttons with awe inspiring precision.

Gray, Lucy and Erza watched in bewilderment as a purple spell circle flashed across the cyclone, drawing on the now visible distortions in the barrier as if it was being powered by the lightning to intensify them. Dusk noticably began typing a little faster. "...come on..."

Everyone's attention darted to the short haired girl for a moment before they began to realize the problem. The distorions in the barrier were biginning to disipate. "It looks like we need to try again, Trixie!" Happy called from Rene's arms.

"...just over five seconds..." Dusk said, her tone serious.

"What was that?" Gray asked.

Erza answered his question. "That's how much time Trixie's spell disrupted the sealing barrier for...just over five seconds." she explained, stroking her chin thoughtfully.

Trixie shook her head. "It's no good, I can only cast the storm beaker at this level by itself..."

"What do you mean?" Gray asked.

Trixie placed one hand on her hip. "I said before, it wasn't meant to be cast on barriers of this size and structure. I'm putting too much magic energy into it to be able to cast the other spell quick enough." She sighed, rubbing the bridge of her nose, then turned to the others. "We're trying a new tactic this time; one big bolt didn't work, so i'm going to try a sustained assault of smaller bolts..." she continued. "...I'll need everyone who can use some kind of projectile magic to help on this one. The distortions are going to be smaller, but if you guys can keep hitting them as they appear, then we might be able to keep it disrupted long enough for dusk to dispell it completly."

Gray, Lucy and Dusk grinned. "Sounds like a fine plan!" Erza complimented.

Alexis drew her revolver with a skillful twirl and pulled the hammer back with her thumb. "Let's do this!"

"Hold on a sec!" Happy's voice rang out, drawing everyone's attention to him, still in Rene's arms. "...has anyone seen Natsu?"

...

Virod lay on the floor, battered and defeated; he glared at the ceiling. "How long are you planning on hiding, Karaka?" he growled.

the wall, not far from him was lit up by a golden spell circle, and the green haired man in the red coat slowly phased in through the wall. "...Uuuhhh, you know I'm no good in a fight..."

Virod ginned cruelly. "...I have a job for you..."

"...what...?" he dumbly replied.

Virod's grin widened. "Kage is the only one who can break that barrier..."

"Yeah...it's a good thing he's on our si-" Karaka's statement was cut off by Virod.

"...Kill him..."

Karaka blanched. "You can't be serious!" he demanded. "He's our com-"

Virod cut him off once more. "We're cutting him off to ensure our goal is complete! If they figure out that he's a seal breaker, then they will try to get him to break the cyclone barrier. If we kill him, then we garuntee that they can't get out and will only tire themselves out trying to break through it!"

Karaka flinched. "...but..."

"Just do it you pathetic piece of dead weight trash!" Virod growled. Karaka recoiled at the harsh words, and dissappeared back into the wall...

...Train station hall way...

Natsu thrashed and blasted hole after hole in wall after wall; to the point that Kageyama actually broke off his persuit to gawk at how destructive the fire breathing wizard was. "...Good God... doesn't this guy know how to use doors...?" he asked no one in particular.

Meanwhile Natsu, still completely unaware of his presence continued about his path of destruction. "ERIGOR!" he roared; "COME OUT, COME OUT WHERE EVER YOU ARE!"

'...Now that Erigor's made it it out safely, this kid doesn't pose much of a threat...' Kageyama thought. '...I could just let him go...' he rose from his shadows with a malicious grin on his face. '...but where would be the fun in that?' the shadows rose from the ground and formed a swarm of shadowy tendrils; each one ending in a hand clenched into a fist. "THRASHING SHADOWS!" the shadows assaaulted Natsu from behind with a barrage of lighting quick punches that bull rushed him into a pile of wooden crates. "How's that, Fairy Tail insect?!" he barked visously. "I've been waiting to do that for a good while ever since our little scuffle back on the train!"

"Rrrrraaaaaaaaagggggggghhhhhhh! NOT YOU AGAIN!" Natsu roared, looking quite comical with his head having burst through a framed painting of some manner of cartoon character or another.

Kage gave a lopsided grin. "Ha! you look so stupid."

"Oh, get out of my way, Kagi!" Natsu shouted.

"Kage; my name is KAGE!" the shadow wizards bellowed back.

"Meh...same thing, really..."

"Anyway, I think I've got you figured out this time around..." Kage said confidently. "You eat fire to boost you powers, isn't that your big trick?" Natsu arched an eyebrow, wondering where kage was going with this. "...Shouldn't be too hard to stamp out!"

Natsu's head burst into flame, incinerating the picture instantly. "Now I really wanna teach you a lesson, but I don't have the time!" Natsu roared. "Tell me where Erigor is!"

Kage chuckled "You really think it'll be that easy?" he taunted. "Sorry, but you'll have to beat it out of me!" A black spell circle flashed at his feet. "KNOCKOUT SHADOWS!" he called, and the shadows flared to life once more and assaulted Natsu.

This time, however, the dragonslayer was prepared, and parried the attack with a flame engulfed fist. "So, I get to slap you around AND get the info I need? That's killing to birds with one stone!" Natsu declared triumphantly. Then a predatory grin flashed across his face. "...I'm getting all fired up!"

...Main Train Station Lobby...

the sounds of Natsu's destructive rampage were not going unheard by the others. Lucy looked around worriedly. "Why is the building shaking like that?" she asked with a whimper.

Gray merely smirked. "I'll bet that's Natsu giving that shadow guy a Fairy Tail beatdown..."

"AYE!" Happy cheered.

Virod, who'd managed to prop himself up against the wall. regarded them with a menacing smirk. "...well, than it looks like he's thrashing your only shot at getting out of this sealing barrier." he snarked.

Erza spun on her heel to face him. "What did you say?!" she demanded, grabbing him by the collar of his shirt and hoisting him up off the ground.

Virod remained defiant; a smirk still on his face. "Heh...If you punks really wanna get through the sealing barrier, then you better hurry and stop your boy and collect Kage, because he's the best dispeller wizard in the whole kingdom..." he said ominously. "...quickly now, because one of ours is on his way to kill him just to revent you from getting out..."

"What?!" Trixie shouted. all the Fairy Tail wizards were shocked by this...the Phantom lord women, however... were silent, knowing that there were several of their guild mates who would be more then happy to kill off a guild mate if it meant getting what they wanted...

Alexis lowered her gaze knowing full well that Master Jose even encouraged such things...so people like Sol, Aria and Gajeel were praised and rewarded for their honorless behavior... Sol often claimed to be among the finest of gentlemen; he was a cutthroat and a sadist, able to look into peoples' darkest memories and use them to torture his helpless victims... Aria of the great sky, as he was known, knew some of the deadliest magic she'd ever seen; the ability to drain another wizard's magic energy or very life force out of their bodies and either leave them for dead, or continue attacking them, crying his disgusting crocodile tears... And Gajeel would be a sadistic textbook back alley thug were it not for his Iron dragon slayer magic... quick glances to either of her teammates clued her o them thinking the same thing...

"We need to find this guy..." Alexis said darkly. "...Sorry Trixie, we're gonna have to put you're disruption spells on our plan "B"..."

"Yes." Erza nodded in agreement. "Let's move!" and so they all took off down the hall to track down Natsu and Kageyama.

...Back with Natsu and Kage...

Volley after volley of spells shot back and forth from both wizards, causing more and more distruction. Kage growled in iritation, and slammed his palm into the floor. "SHADOW SNAKES!" he bellowed as a black spell circle flashed on the floor and the shadows sprang to life, this time taking the form of dozens of shadowy snakes springing from the gound; mouths open, fangs bared, and hissing loudly.

All the while, Karaka watched from the shadows. Kage was a guildmate...a commrad...a friend, and Virod, Erigor's second in command had ordered him to kill his friend... so many emotions were coursing through him at a mile a minute. 'what should i do...?' he thought, scrunching his eyes shut. Were they really so expendable to their guild? maybe those legal guild wizards have the right idea...maybe...? he found himself glaring forward, a cold resolve buring in his eyes. Now he knew what to do...

Natsu pounded his fists together. "I got this." he stated simply. He jumped in the air and his arms were engulfed in flame. "FIRE DRAGON WING ATTACK!" their two spells collided in a spectacular blast of magic energy that made large cracks form in the walls and floor. the blast wave sent both of them spralling. they were, however quick to recover and once again start charging spells.

"THIS ENDS NOW!" they both roared.

"PHASE TRAP: HEADHUNTER'S PITFALL!" called their spectator, and both of them sank into the floor until they were neck deep, only their heads visible through the floor.

"What the hell?!" Natsu cried indignantly.

Kage was equally indignant. "Yeah, Karaka, what's your deal?!"

The wizard in question stepped through a wall as if it wasn't even there. "...This fight is over..." he said simply.

"Double teaming me huh?! you cowards!" Natsu raved.

Karaka regarded the pink haired wizard. "Salamander..." he said with a grim calmness. something in his tone instantly brought Natsu to attantion. "...We are no longer your enemy."

Kage, looked at his guildmate incredulously. "What are you talking about, man? Of course we-"

Karaka quickly cut him off. "...We've been cut loose, Kage..."

total incomprehension washed over Kage's face. "wh...what?"

"Virod has ordered me to kill you before the fairy Tail wizards get the idea to try and use you to get rid of the barrier." Karaska said dispondently.

Kage, still trapped in Karaka's phase trap, was now horrified. "What?!"

"...so here's what's going to happen..." Karaka said. "...I'm going to pull both of you out; Kage, you are going to dispell Erigor's wind barrier for them, and we are going to figure out how to get passed the sentries and bust out Sprig and the rest of them..."

Kage just stared at his stared at his guildmate. 'what?! That's it?!' they're cutting us loose just like that?!' his mind was a torrent. That's when the Fairy Tail girl's words replayed in his mind. "...You know, I was like all of you, once...All I cared about was power and revenge... Money and fame...needless to say, I was NOT a nice girl...Then it all came crashing down on top of me...And I was at my lowest... All over my homeland I was known as a usurper and a slaver, and I was hated for it..." He could tell from her tone, and the look in her eyes, that she was speaking from personal experience, and now he understood what she meant. this is what she was talking about... everything was indeed falling apart on top of him, it seemed.

Karaka proceeded to release them from his spell and they rose from the floor. Then he walked over to an unbroken crate and sat down on top of it. Natsu watched him for a moment and realized that this guy wasn't trying to fool him, he was for real. "Sprig is one of the runaways that you guys captured before, right?" Natsu asked

"...Yeah, short little imp who uses sand magic..." Kage affirmed.

Natsu instantly remembered him from their encounter when he first met Trixie and her team mates. "Oh yeah, I remember him!" Natsu said cheerfully.

"NATSU!" Erza's voice boomed. They all looked up to see Erza charging at them with sword in hand.

"AAAAAAAAAGGGGGGGHHHHHHHH! Whatever I did, I'm SORRY!" The dragon slayer screamed.

With a heavy thud, Erza had Kage at her mercy; pinned against a wall with her sword embedded into the wall mere inches from his neck. "YOU! You will break the wind barrier spell, and you will do so without complaint!" she barked.

"Just do it, man!" Natsu wailed. "This chick's a REAL monster!"

It became apparent that the rest of their team plus Trixie and Team Phantom Lord were right behind Erza in her persuit.

Kage took a moment to compose himself. "...Y-yeah...Karaka already laid it out for me; that we've both been cut loose from Eisenwald..." he nodded. "...I'll do it, but we need an escape route from here...we can't afford to get caught and locked up yet..." he shared a look with Karaka. "...There's one or two accounts that we need to set right first."

This seemed to satisfy Erza as she released him with a much calmer demeanor. "How do I know you're telling the truth?" she inquired.

"He's telling the truth..." Trixie interjected.

"...You seem very sure of that..." Erza commented with a questioning look.

"I've spent a lot of time around performers and actors...I know an act when I see one...I know genuine words when I hear them...this guy's being honest." Trixie said with a smile.

Erza seemed to think it over for a moment. "...Very well, we accept your terms. I'm not sure what we'll do about your escape route, but..." she trailed off as Happy chimed in.

"I think I have a solution!" he chirped, drawing everyone's attention, Though Lucy seemed very sceptical.

"...Really...?" she asked flatly.

"AYE!" he exclaimed. "...I finally remembered what I was supposed to tell you before Lucy!" he began digging into his ruc-sack, and pulled out a certain golden gate-key. "TA-DA!"

"A gate-key?" Alexis asked; her tone giving away her intreague. "What kind of spirit is that?"

"That's Virgo's key!" Lucy realized. "How do you have it?!"

"Well, after that whole thing with Everlue happened, Virgo gave me her key and asked me to bring it to you so she could make a contract with you!" he explained.

"OH! you mean that gorilla lady?" Natsu piped in.

' ...Gorilla lady...really Natsu...?' Trixie groaned internally at Natsu wondering how someone so completely tactless hadn't gotten himself killed yet...

"How is she supposed to help?" Lucy snarked.

Happy's ears drooped. "...well...I just thought maybe with her tunneling magic, she could have gotten us out by digging underneath the barrier or if Kage releases the barrier, then she could dig them an escape tunnel..."

"Convinient..." Dusk said offhendedly, Trixie nodding in agreement.

"okay...let's do this..." Kage said uneasily.

Dusk, however was slightly sidetracked. "Oh, you guys are the ones who practically demolished Everlue's estate?" she gushed. "Cool! we're the ones who exposed all of his illegal activities!"

"That was you?" Lucy asked in surprise.

"Dusk, darling; focus..." Rene deadpanned.

"...Oh...right..." the blonde rookie conceded sheepishly.

...Main Lobby...

"Okay, Kage you're up." Trixie encouraged.

"Okay..." he said, taking a few steps toward the roaring wall of the wind barrier and began his work. He waved his hand and a magic keyboard flashed in front of him as it did for Dusk. He tapped at the keys with a calm precision that left Dusk and many others in awe.

It wasn't long before the cyclone started fading. "How are we gonna get after Erigor, then?" Alexis asked the ineviable question.

"I got this!" Natsu declared. "Let's fly, Happy!"

The little blue cat jumped up enthusiastically. "Aye sir!" he latched on to Natsu's back and they flew off.

"Follow the train track to Clover!" Erza called after them.

"If you hurry, you should be able to catch up with Erigor!" Kage offered.

"Got it!" Natsu shouted back as they flew further away.

"Alright!" Lucy declared, hefting Virgo's gate-key. The key began to glow in her hand as she held it out in front of her. "I CALL UPON THEE IN THE CELESTIAL WORLD!" she called. "...I BECKON THEE TO MY SIDE AT ONCE! OPEN, GATE OF THE MAIDEN: VIRGO!"

Trixie's curiosity was perked when strangely, the sound of a doorbell rang out. -Bing Bong!- she blinked. '...a doorbell...really?' she thought as she observed. Next was the sound of a jackhammer as a young woman who seemed about her age burst up from the ground with such force that she had a good few seconds of air time; spinning like a ballerina before landing gracefully in front of Lucy.

"Good afternoon, Mistress." the lovely spirit woman greeted. Trixie made a mental note that this didn't resemble a Gorilla in any way, shape or form...

Natsu and Lucy seemed surprised, as though this wasn't what they were expecting..."What?!" Natsu gawked.

Lucy actually blinked dumbly a couple of times before asking. "Are you the same Virgo from before?"

Virgo nodded. "...I am." she stated simply. "...Does this form displease you, Mistress?" she asked.

"It's...just...How do you look so different from when you worked for Everlue?" Lucy asked

"I am able to change my appearance to suit any master's tastes." she stated simply as a soft pink glow enveloped her and a loud pop and poof of smoke exploded around her. Emerging from the smoke was a mountain of a woman who was built like a body builder, and about as wide as she was tall, which Trixie guessed to be nearly eight feet tall... offhandedly, she wondered if that's what an ogre was supposed to looked like... "This is simply what my former Master wished for me to look like..."

'Ah...so THAT'S what "Gorilla Lady" came from...' Trixie mused awkwardly. 'Natsu prefered this? He has curious taste in women...'

"NONONO! Change back!" Lucy demanded.

Another poof of pink smoke replaced 'Gorilla Lady' with Virgo once more. "...As you wish..."

Lucy sighed. "Listen, Virgo. I know we don't have a contract yet but I need you to dig a tunnel outside of town for these two."

Virgo took a moment to look Kage and Karaka over and nodded. "Of course, Mistress; we may discuss our contract when we are no longer in duress...". An amber spell circle flashed at her feet and she once again spun on her heel like a ballerina, and she bore into the ground to the rapid fire sound of a jackhammer.

"Well, down ya go, boys!" Dusk cheered.

The two former Eisenwald wizards gave their liberators grateful smiles. "Thank you." Karaka said softly before descending down the hole. Kage gave a nod before jumping down after him.

Erza saw Trixie drop down to one knee. "...Are you alright?"

Trixie gave an apologetic smile. "That Rayule guy gave me a beating before I finally pummeled their plan out of him...that combined with my efforts to break passed that wind barrier...drained me more then I thought..."

Gray gave her a reassuring pat on the back. "well, now we can rest up..." he said sitting down next to her. "...and trust 'Fire Freak' to finish the job..."

"I guess that's all we CAN do..." Lucy admitted.

"Yes..." Erza said turning toward Alexis, Rene and Dusk. "I thank you all for your assistance with Eisenwald."

"Oh, we were happy to help, darling." Rene said happily.

"Totally!" Dusk cheered from her place on the other side of Trixie, apparently having taken a shine to her.

Alexis tipped her hat. "Sure thing; but I'm afraid this is where we part ways." she said.

"Until we meet again, then..." Trixie said, awkwardly looking at Dusk, who seemed a little too eager to tend to her injuries

Dusk looked up at Alexis with an exagerated poubt. "Aaawwwww..." She stood up and regarded Trixie once more, and to their surprise, blew her a kiss. "...later, gorgeous!" she said with a suggestive wink.

Trixie blinked in surprise at the gesture, but blushed slightly in spite of herself. 'Oh, sweet Celestia...she's hitting on me!' she thought as she waved back awkwardly, unable to shake off how much this girl reminded her of Princess Twilight; from her voice to her eye and hair colors...it really was uncanny, yet there she was...hitting on her.

About five minutes had gone by after the three Phantom Lord wizards parted ways with them. "So, what now?" Gray asked.

Erza regarded her guildmates. "Now that we've had a moment to catch our breath, we head out to try and catch up with Natsu and Erigor."

Lucy stood up and brushed herself off. "Back to the magic mobile, then?" she inquired.

"That's right..." Erza smiled.

...Clover Valley...

Erigor walked along the train tracks on a long, winding bridge over a mountainous chasm so deep no one could see the bottom; in fact, many believed that it's trecherous walls rose from the very abyss of the underworld. A sadistic smile spread across his face. "...Clover..." he growled. "...those guild masters are so close I can taste it...!" He could even sense them, he was so close...but... there was another presense coming up behind him, fast. "WHAT!?" he bellowed.

"I FOUND YOU ERIGOR!" Natsu roared triumphantly. "DIDN'T THINK A CAT COULD FLY SO FAST DID YA?!"

Erigor didn't take long to compose himself as his utter shock disolved into a predatory grin. As he observed Natsu landing a few meters away from him, he laughed. "It seems a safe bet to say I underestimated you and your friends, Fairy Tail fly..."

Natsu grinned himself. "Trust me! the moment you underestimate Fairy tail, you garuntee your loss!"

"Oh, I wouldn't go THAT far..." Erigor replied casually. "By now, I'm back up at full power after casting the wind barrier spell." he reached into his pocket and pulled out the Lullaby. "...Maybe I should play a song on the lullaby for you...?" he pondered aloud. "...A little warm up before the main event at the Clover Conference hall, eh?"

Natsu's fists erupted in flames. "Well, good luck with that; I'm not letting you go any further!" he declared. "I' m gonna burn you and your stupid flute to ashes!"

Erigor's expression became cold and severe. "...You Fairy tail flies have become quite the neusance..." he said with a chilling calm. "...you have managed to promote yourself from 'fly in my ointment' to 'thorn in my side'..." he held out his hand and a silvery blue spell circle flashed over it. A massive blast of wind rumbled forth and nearly sent Natsu flying off the bridge.

"...Is...that...all...you've...got...?" Natsu challenged, even as he struggled to breath while the gale force winds constantly seemed to suck the air out of his lungs.

Erigor's glare hardened. "...hardly..." he replied coldly, as the force of his wind blast seemed to double; this time, it was enough to send him flying back, fortunately for Natsu, this did not mean off the bridge.

...Enterence to Clover Valley...

Lucy, Gray and Trixie sat in cab of the magic mobile while Erza drove once again. The vehicle rumbled loudly as it jumped with each plank on the tracks. "This thing was NOT meant for this!" Trixie lamented.

"I know, but this is our only way to catch up with them!" Gray called back over the rattle of the magic mobile.

Lucy wasn't happy about it either. she could feel every jump of the magic mobile vibrate her very bones. "Why couldn't we-Gyaaaggghhhhh!" her query was cut short when the magic mobile suddenly lurched violently to the right, nearly sending them off the bridge.

Gray slemmed into the door, knocking it open, and Trixie slammed into him, almost sending them both for a very dangerous ride. After a brief moment of thrashing and paniced screaming from both of them, Gray managed to get the door closed again, but the two were still a tangled mess of bodies and limbs. Trixie sat awkwardly in Gray's lap. Lucy couldn't help but think they looked like someone had just walked in on them while they were making out...they both had that 'deer in the headlights' look as their eyes darted back and forth between each other and Lucy. By the time they separated, they were both blushing bright red.

It wasn't long before The magic mobile lurched again, this time to the left. Lucy couldn't help but fawn over the sight of her two friends once again in an amusingly questionable position. This time, Gray was on top. she covered her mouth with a hand as she realized where Gray's hand ended up...

Gray took a moment to realize where his hand had gone himself once the shock wore offl; somewhere soft and squishy... He looked down to see his hand virtually groping her breast. "Gyaaaggghghhhh! I'm sorry! it was an accident!" he jabbered as he scrambled to get off of her.

Trixie, for her part, was stunned. Gray's hand groped her chest, sending a completely alien sensation through her body. she couldn't describe it... nor could she decide if she hated it, or loved it... but now wasn't the time to think of such things. Her inner ramblings were cut short by yet another jump. "What is she doing out there?!" she demended. she slammed the front window open, facing out to where Erza was seated. "you trying to run us off the bridge?!" she barked. "Slow down or you'll get us killed!"

"...I'm sorry..." Erza called back. "We can't afford to let Erigor get ahead of us now!" Erza look rather ragged. Trixie made a mental note; evidently, the magic mobile's design could use some refining in a direction closer to the magic carriages of Equestria if it's going to end up being detrimental to the driver's health in such a way...

Trixie stared at Erza for a moment. "Stop the car!" Trixie ordered.

"What? Why?" Erza shot back.

"Erza, you nearly ran us off a cliff at full power." Trixie reasoned. "...you look like you could keel over at any moment; I shudder to think what would happen if you finally push yourself too far and pass out at the wheel while we're still on this bridge." Erza could hear the desperate plea in trixie's tone over the rumble of the car and the roaring wind. "...Stop the car and let me take over." Trixie finally encouraged.

The magic mobile slowed to a stop. "Have you ever driven one of these before?" Erza asked weakly.

"A much slower model that doesn't drain your magic energy, yes." Trixie said offhandedly. "...Now go sit down." she instructed, not giving Erza time to respond.

Erza reluctantly sat down in the magic mobile and Trixie sat at the wheel... Or...Joystick thingy...whatever. Trixie slipped on the S.E. plug and revved the motor. To her astonishment, she could actually feel her energy being drained out through her wrist. gripping the joystick with both hands and pushed it slightly forward. the vehicle started moving at a leisurely pace, but slowly increased its speed untill they had reached a speed she was comfortable with; not as fast as Erza, burning herself out at full throttle, but by no means slow. Every ten minutes or so, she would slightly slow down to look through binoculars to check if she could see Natsu or Erigor yet.

...Further down the bridge...

Natsu pounded a fist to an open palm. "Alight! let's go!" he declared. He drew in a deep breath. "FIRE DRAGON ROAR!" a great stream of fire shot forth aimed at Erigor.

Erigor didn't flinch. He threw up a hand. "WIND WALL!" The result was Natsu's fire breath crashing into an invisible wall and redirecting in all directions before disipating completely. "I'll grant that you powers are remarkable, but your still no match for me!" Erigor taunted. "STORM BRINGER!"

Natsu's eyes went wide when he was engulfed in a powerfull cyclone in a matter of seconds, and was launched into the air; this time, falling down into the ravine below. Happy looked on in terror. "Natsu!" he called feebly. The little blue cat scrunched his eyes shut in exertion and tried to conjure his magic wings, but nothing happened. "It's no good..." he whimpered. "...I just don't have the strength..."

Natsu was falling... He was falling off the bridge..."NO!" he cried as he fell. Tears started welling in his eyes. "...Gramps...I'm sorry." he whispered. He closed his eyes as memories began flooding his mind of his fondest times with Makarov, even recently when Lucy joined the guild...or when they met up with Trixie and her friends for the first time. then an oddly particular conversation he once had with Macao about his fire magic...

...Several Years Ago...

"Uuuuuggghhhhh! That's not fair!" A much younger Natsu whined with a poubt as he observed the veteran wizard Macao ensnare several different items with a tendril of purple flames without those items burning in the slightest. "All my fire does is burn everything it touches."

Macao just smiled encouragingly. "That's cause you don't know how to make it not burn.." he said. "Remember. If you really wish for it deep down in your heart, then it'll do what ever you want it to...If you can do that, then you'll find your flames can do a LOT more then burn things." Macao's flames dissipated. "...and then not even wind or water magic will be able to stop you..."

...Clover Canyon Bridge...

The fog underneath the bridge was suddenly disturbed by an intense inferno shooting upward from the depths. "What?!" Erigor gasped. "...It's not possible...!"

The guyser of flames began to writhe and twist unnaturally, like a blazing serpent. The very top expanded outward and took the form of a giant hand which the took hold of the bridge. Erigor watched in utter dumbfounded shock as Natsu practically flew back up to the bridge and dropped himself safely on the bridge. "Natsu!" Happy cheered.

"phew...that was close..." Natsu breathed. He looked down at his hand and smiled. "...so that's what you were trying to tell me...thanks Macao...I owe you one..."

Erigor couldn't believe what he'd just seen. He floated above the bridge, staring slack-jawed as the fire wizard before him recovered from an attack, that by rights should have killed him, and did it without taking so much as a scratch. "...It can't be...!" he muttered.

Natsu looked up at him. "You look pretty cold up there, half naked like that! Why don't I warm you up?" he challenged; his fists erupting in flame.

Erigor glared down at him. "Enough of this! It's time I started getting serious!" He growled.

Natsu stood his ground with a feral grin. "I'm ready when you are!"

Erigor spun his sythe in mid air and a spell circle flashed over him. "STORM MAIL!" as he called his spell, The wind violently began swirling around him with increasing ferocity. within seconds, He was surrounded in what Natsu could only discribe as a miniature version of the wind barrier that he cast on the Train station. "Here I come!" he roared, and proceeded to divebomb towards Natsu.

Natsu countered with an attack of his own. "FIRE DRAGON WING ATTACK!" he bellowed as he rose to try and stop Erigor's assault, to no avail. He was once again sent sprawling. "I don't understand!" Natsu sputtered. "Why are my flames going out?"

"Ha! As I suspected, the winds of my storm mail spell blow outward, smothering your flames and leaving you completely helpless before me!" Erigor gloated. "FIRE CAN NEVER OVERCOME WIND!"

Natsu was struggling to stay on solid footing against the feirce wind. "...This is like standing in a typhoon..." he groaned.

"Now do you see, Fairy Tail fly?!" Erigor howled. "You...Can't...Beat...Me!" he roared, launching an attack with each word, as if to ad insult to injury. "STORM SHRAPNEL!" A spell circle flashed in front of him and dozens of wind projectiles rained down on the bridge peppering Natsu with a seemingly unending assault.

Using his flames as a booster rocket, he weaved and evaded through the spell, however, and launched himself up at Erigor with a raised fist, ready to swat him out of the sky. he could almost see the condescending grin on Erigor's face through the wind mail as he raised a hand and once again pushed him back with a blast of wind. "I just can't get close enough...!" Natsu lamented.

"Hahahahahahahah! feeling a little frustrated?' Erigor taunted. "Don't be too hard on yourself, you never stood a chance!" The storm mail began to pulsate around him. "...Don't worry, though. I'm going to end this now! EMERA BARAM!" another spell circle flashed and this time, a massive blast of wind shot at him that would prove impossible to dodge on this bridge. Natsu braced for the impact...

"Come on, Natsu! You've gotta get up!" Happy cried frantically.

"I'm impressed your body is still in once piece after that!" Erigor jeered. "Not too shabby for a wizard so young!" Happy went to try and help Natsu up. "I'm going to play the Lullaby for those old wretches in Clover...and they'll join you soon enough!"

Natsu punched the ground beneath him in frustration, and his whole body burst into flame. "What's wrong with me?!" he roared. "I can't take it anymore! I have to beat him!"

"IMPOSSIBLE! How are you still able to move?!" Erigor roared.

The only answer Erigor got from Natsu was a cry of rage, and his flames becoming exponentially more powerful. "The flames of emotion...?" Erigor finally deduced. "...But how?! That's supposed to be ancient forgotten magic! How is this...kid able to use it?!" He watched in morbid fascination as Natsu uprooted a metal gurder from the train tracks at his feet with another shriek of blind berserker rage.

That's when Happy got an idea...a devious idea... a feindish idea...a diabolical idea... "Natsu!" he called, drawing Natsu's attention. here goes nothing... "You're flat out sucking the big one, here! just give up and let Gray handle this when he gets here!" Natsu's flames instantly went out and he just stared with a shell-shocked expression on his face. '...Please work...!' Happy prayed.

The fire returned more powerfull then ever. "WHAT DID YOU SAY?!" Natsu bellowed.

Happy smiled inwardly. He knew that Natsu could take Erigor down in his blind rage without even meaning to...He just needed Natsu to get mad enough and burn hot enough that his flames would simply suck up Erigor's wind just by being so close to him. It was working...

Erigor began to feel something he hadn't felt in a long time. Fear. "No! His fire magic is this strong?! could he possibly be...?!" he didn't get to finish that thought as Natsu cut him off with a final attack.

"FIRE DRAGON SWORD EDGE!" Natsu called, plowing into Erigor with a fire propelled headbut, sending Erigor flying off the bridge.

"...The Dragon slayer?! they really do exist...!" was Erigor's last though before blacking out; and so Erigor the Reaper had been defeated.

"Yeah! I knew you could do it! Natsu!" Happy cheered.

"...You didn't seem so sure of it earlier..." Natsu said, an unamused look on his face..

"Ah, whatever, it's in the past..." Happy said nonchalantly ignoring the look Natsu was giving him. "The point is, you beat him!"

Natsu finally allowed himself to smile. "You bet I did! not sure how I pulled off that last attack, though..." he trailed off when he saw a familiar magic mobile approaching with Trixie in the driver's seat.

"Natsu!" Trixie called. "You beat him!"

"Sure did! Man, you guys just missed an awesome fight too!" Natsu said with a grin.

"Hardly!" Lucy laughed. "You guys were getting so destructive that Trixie refused to drive us any closer untill you guys were done fighting!"

"I told you, my telekinesis has its limits, and I can't use it if I'm in an uncontrollable nose dive of death and carnage that would no doubt happen if we got too close while in this thing!" Trixie argued as she took off the S.E. plug from her wrist. "...wow, this thing is more draining then you would think..."

That's when a shadowy hand reached up from the other side of the magic mobile and gripped the pressure point at her collarbone, instantly knocking her out... There stood Lazaro Sarabaas with Erigor the reaper, still unconcsious and slung over his shoulder. "...Sorry to rain on your parrade..." He taunted, making everyone blanche at the sond of his voice. "...But you're not out of the woods just yet." He dropped Erigor like a sack of potatoes and charged forward. A swift punch to the gut instantly dropped Gray. He flipped Natsu over his shoulder, landing the pink haired wizard on the ground; flat on his back, and delivered a hard palm strike straight to his forehead. Natsu was out instantly.

"Natsu!" Happy cried out as he rushed to Natsu's aid.

Lazaro efforlessly snatched him out of the air and slammed him into the ground. "Child's play..." he hissed.

Lucy watched in utter terror at how easily the masked man dispatched her friends. "Oh, no! Everyone!"

Lazaro twirled the Lullaby in his fingers. "...I'll be taking this..." he taunted.

Erza charged at him, sword drawn. "LAZARO!" she roared. She raised her sword over her head and brought it down with all her might.

Lazaro stopped her assault dead in its tracks by clapping his hands on the blade. "...Lady Erza..." He greeted. "...I'd love to stay and chat, but I have an appointment to make..." He jumped up, hands still holding the steel blade tightly, and landed a hard dropkick directly to Erza's chest, making her skid back several meters. While in mid air, he tossed the sword aside and rushed at Lucy knowing Erza wouldn't be stopped by such a simple attack for more then a few seconds.

"Kyaaaahhhh!" Lucy shrieked as Lazaro gripped her throat and hoisted her over the edge of the bridge, dangling her there threateningly.

Erza's eyes went wide. "Lucy!" she glared at Lazaro. "Release her, NOW!"

A low, menacing laugh came from Lazaro. "Very poor choice of words..." he mused. He turned to face Erza more completely, though he still held Lucy dangling over the edge. "...Which will the mighty Erza choose, I wonder?" he mocked. "...destroy myself or the Lullaby to ensure your mission's success...?" he nodded to Lucy. "...or save your teammate from an untimely death?". The tension was overwhelming as Erza realized what was going on. "...Now...Lady Erza..." His red eyes became glowing red pin pricks in the darkness of his mask. "CHOOSE!"

Lucy screamed as Lazaro dropped her from the bridge. Time seemed to slow for Erza. Nothing else mattered as she requipped. Her body glowed brilliantly and the Black wing armor took shape around her, and she dove off the bridge after Lucy. '...You will pay for this, Lazaro...' she thought as she snatched Lucy from her freefall and flew back to the bridge to find the magic mobile driving away in the distance, all her guildmates still unconsious and strewn about the bridge...but wait... "...Where's Trixie...?"


	9. The True Face Of Lullaby: Part 3

The true face of Lullaby: Deadly scereavo

Trixie was awakened by the scent of the night air, and something warm next to her. Her eyes slowly fluttered open and she turned to see the unconsious form of Erigor slumped next to her. she went stark still at the sight of him. Her eyes darted around to take in her surroundings. she was inside the magic mobile again, and it was getting dark out. "how long was I out?" she asked herself quietly. She didn't actually expect an answer, but she definitely would have appreciated one...

Slowly, she sat upright; careful not to wake Erigor, and inched her way out of the car as slowly and quietly as possible. The door left open; Trixie tiptoed about four paces before- "...Going somewhere...?" she heard the familliar voice of lazaro ask behind her.

Trixie spun on her heel to face him, and there he was, sitting atop the magic mobile. Her staff rested against his shoulder. "You!" she gasped.

"...me..." he said calmly.

Trixie's eyes narrowed at him. "...what do you want with me?" she demanded.

"Have you forgotten already?" he asked. "I am to collect you and bring you to Lady Bloodmoon...she has plans for you..." a vicious smile in his tone.

"...and who is this 'Lady Bloodmoon'?" Trixie asked.

Lazaro nonchalantly slid off the top of the car. "...My employer..." he stated. "...She's given Master Marik ownership of a silver mine as payment for our continued services..." he looked up at her. "...One of which being-" he jabbed a finger into her chest. "-aquiring you."

"Why?" she asked.

Her question seemed to catch Lazaro off guard. "...Don't know, don't care..." he said said simply. "All I know is that she has big plans for you..." He turned to look down at the extravagant building a small ways off. "...right about now...Lady Bloodmoon is enacting the ritual to release the demon Lullaby upon the Guildmasters' Conference and the rest Clover."

Trixie "...none of you will get away with this...Fairy Tail will stop you!"

Lazaro broke into laughter. "Oh, how cliche!" he bellowed. He turned back to Trixie. "Hahahah! That's certainly holding true so far!" he laughed. "Let's see how long that luck keeps up!"

That's when an ominous purple light bled out not far from the building. A horendous roar thundered across the valley that made Trixie cover her ears. "Aaahhh! what is that!?"

Lazaro however seemed quite pleased. "Ohoh!" he declared before slowly turning back to Trixie in a menacing fashion. "...looks like your luck has just run out."

A massive beast that looked like some horrific living tree had erupted from the purple light and stood towering above even the large conference hall. Its face seemed permanently contorted into a demented grin, and all three of its eyes shone like nekomata fire magic. Trixie gulped as she observed the creature. the very sight of the abomination sent a shiver up her spine. "Th...That's Lullaby?!" she shrieked.

"...yes..." Lazaro answered malevolently.

Trixie was shaking. she used to think that the ursa was the most terrifying thing she would ever see...Oh, how wrong she had been. This horrific beast...she had no words for it. It looked like some nightmareish parody of an Ent or a Driad... her body was screaming at her to run... every preservation instinct she had was screaming at her...

...but she didn't... growing inside her was something that was becoming stronger by the minute...fury. Her gaze lowered to the ground, obscured by her long silver bangs. "You monster..."

Lazaro grinned cruelly under his mask. "...do you intend to do something about that?" he asked, as if wanting her to fight him.

Trixie was shaking with fury. "...You..." she growled. "...YOOOUUUUU!..." she charged at him and threw a punch.

Lazaro effortlessly caught the punch. "...Just give up." he said with a bored tone. Trixie cried out in pain as Lazaro twisted her arm behind her. "...You're completely at my mercy." he said coldly. Trixie tried a wild swing with her free arm; Lazaro caught that one too...just as Trixie had hoped...

Trixie opened her hand slightly, revealing a small object. "Eat this, ass hole!" she declared just before the small object exploded in a blinding flash.

"Grrrrrraaaaaaaaaahhhhh!" Lazaro howled in rage as he thrashed on the ground; his hands clawing at the eye holes on his mask. "You little BITCH!" he roared, not that Trixie was paying attention, as she rolled franticaly down the hill towards the conference hall. several feet down the hill, she finally managed to stumble back to her feet and ran the rest of the way down.

Unknown to Trixie, however, she had an observer; a woman garbed in black and red...

 **"** **ALL OF YOUR SOULS ARE MINE FOR THE TAKING!"** the demon roared.

Many of the guild masters were running and screaming frantically in a panicked gongshow. It didn't take Trixie long to finally track down Master Makarov and the others. Natsu was the first one to see her coming. "Hey, there's Trixie!" he declared, pointing at her.

"What the hell is that thing?!" was the most articulate reply she could come up with at the moment.

That's when she became aware of the pressense of a few others. a man witha a strange wizard's hat like her own, except it was black witha a spiked red band. he wore dark sunglasses... 'why are you where sunglasses at night...?' a cinical thought chimed in the back of her mind. "...It's a demon of Zeref." he said grimmly. 'Zeref...?' she knew that name before...

"Natsu and Gray! Get everyone to a safe place!" Erza commanded.

"Stop barking orders!" Natsu cried indignantly.

"Yeah, you're not the boss of us!" Gray rang in.

Erza gave them an intense glare. "Just DO IT!" she growled.

"Aye!" they both chorused as they ran off.

The demon looked off to the side. **"...** **YOU DOUBT MY POWER?! THEN I'LL PROVE IT TO YOU!"** it bellowed as it gathered magic energy in its mouth and fired it at a mountain in the distance, completly obliderating it. The resulting explosion was a bright flash and a blast wave that knocked Trixie off her feet. How far away was that mountain...and yet... the sound thundered in her ears... the flash it made was blinding, and the blast wave was like standing in a hurricane. Finally the blast subsided, revealling that the mountain was indeed gone; reduced to a deep crater, Trixie would wager.

 **"** **I HAVE NO NEED FOR THOSE WITHOUT MAGIC WITHIN THEM!"** It roared **. "** **I PREFERE THE TASTE OF WIZARDS' SOULS, AND I WILL DEVOUR ALL OF YOURS!"**

"Oh yeah?!" Natsu challenged. "Bring it on, big guy!"

"Good Luck!" a group of bystanders cheered from several meters away as they tried to take cover.

Trixie gave them all an unamused look. "...yeah...don't help us out or anything..."

The demon Lullaby reared its head upward. A massive spell circle appeared at its mouth and it gave a thunderous roar; a defening blast that left everyone grasping at their ears to keep from instantly going deaf.

Many of the guildmasters screamed and panicked, but Makarov merely grinned. Erza readied her twin swords. "Ready?" she asked.

"Oh yeah!" Natsu and Gray both cheered before the three of them charged forward. Trixie however was frozen in place. staring in terror at the massive abomination before them.

"HEAVEN'S WHEEL! DANCE, MY SWORDS!" Erza called, the Heaven's wheel armor taking shape around her, and charged forward, a host of floating swords at either side of her. It didn't escape Trixie's notice when the beast recoiled in pain at he attacks.

The ground at Gray's feet seemed to snap-freeze in a matter of seconds. "ICE MAKE LANCE!" he called, launching a barrage of icy spear- like projectiles at it.

Again, the demon howled in agony. Trixie couldn't believe what she was seeing. They could actually hurt this thing? A smile formed on her face.

Natsu flew foreward; propelled by his own flames. "FIRE DRAGON: IRON FIST!" he roared. Blasting through the night sky like a rocket, he hit the demon square in the jaw, sending it stumbling back even further.

Trixie conjured her star-shaped hover-board; the "Levistar" as she affectionatly called it, and took off to join the fray. Her commrads' success bolstering her confidence, she mustered he magical strength. "STARFALL BARRAGE: DOUBLE GATTLING!" she called as a violet spell circle illuminated each hand and a rapid-fire stream of star shaped energy blasts exploded against the demon's chest. Trixie observed with satisfaction as wooden shrapnel would splinter off with each hit.

Volley after volley...blast after blast... Erza, Natsu, Trixie and Gray hit the demon about three times each before a blastwave exploded outward from it. "YOU'RE MAKING ME ANGRY!" it roared, swating at them, to no avail. The demon opened its mouth wide and seemed to devour the massive spell circle that was above it.

Trixie backed off a little to assess the situation. "...well, that can't be good..." she muttered as she looked down to see that all manner of vegitation in the area seemed to instantly die out...hell, she could feel what ever it was doing sapping her own energy as well; she wondered if the others could feel it as well...

"JUST ONE NOTE AND YOUR SOULS WILL BE MINE!" the demon bellowed triumphantly. It inhaled deeply and unleashed its deadly song...

...at least, one could be certain that's what the demon intended; all that really happened was it opened its mouth and uttered the sound of a poorly played flute...a poorly played, broken flute... Trixie blinked a couple times. "well...that was underwhelming..."

The demon was shocked. its face waped into a mixture of disbelief and indignant fury. "I DON'T UNDERSTAND! WHY CAN'T I PLAY MY MELODY OF DEATH?!"

"It must be all those attacks!" Goldmine, the Guildmaster of Quatro Cerberus deduced.

"They punched so many holes in that thing that it totally messed up its sound!" Lucy declared. The demon suddenly drooped as it realized this itself... "...All that build up for that? talk about going out with a whimper..."

Up on the hill Lazaro observed the same thing and slapped his palm to his forehead. "...Erigor...you fucking moron..." Lazaro growled. "...why my superiors want you in on their plans is beyond me..."

Lazaro felt a cold shiver run up his spine. "...Seems for all that boasting, the mighty Lullaby is made of balsawood rather then oak..." a sultry voice mused behind him.

"Lady Bloodmoon, I-" Lazaro began but was cut off.

"...dont't fret, Lazaro...I would have been amazed if that idiot's plan actually had worked..." the masked woman said calmly...too calmly.

"...You knew this would happen...?" Lazaro guessed.

"I did." was her simple reply. "I'm pleased you still carry that seal I gave you Lazaro...It has allowed me to monitor your progress...and hers."

"why do you want her so badly, anyway?" Lazaro ventured to ask. "All you have yet told us is that she is valuable to you, but why is she so valuable?" He glared at her. "...And why waste MY time getting me involved with this if you knew it was going to fail?!"

Bloodmoon wagged a finger at him tauntingly. "Groundwork, sweetie... if you want your plan to go smoothly, then you must first lay down the groundwork..." she elaberated at Lazaro's apparent confusion. "Eisenwald is all but gone. defectors have destroyed their guild hall and rescued their prisoners. they now move to find honorable work with legitimate guilds. This mission was to determine whether or not there were any wizards in Eisenwald worthy of being braught into my plans..." she explained. "...Bring Erigor back to Blood Diamond; I will explain everything in greater detail to you both, and a few others, once he has awakened..."

"...as you wish..." Lazaro hissed.

 **"YOU DARE MOCK ME!?"** the demon roared before stomping on the ground like a child thowing a tantrum. Everyone on the ground could feel the earth shake with every impact. **"I WILL KILL YOU ALL!"** it declared; firey red lights burned in its three eye sockets.

"Now he's REALLY MAD!" one man said as many of them ran in panic.

"Stay together!" Trixie called to them as she rocketed toward them. She and Gray both stood in front of them. "I hope you know defensive spells..." Trixie said giving the young man a sideways glance.

"Of course!" Gray shot back.

"Here it comes!" Lucy shreiked.

" **ICE MAKE: SHEILD!"** Gray called out as a large wall of ice shot up from the ground in front of them.

 **"STARLIGHT WALL!"** Trixie called, summoning a multitude of glowing star-shaped masses of energy connected by glowing lines forming a golden glowing grid; stars even etching themselves on to Gray's ice sheild. The double sheild spell worked perfectly against the demon's flames as barely a lick of flames got passed it. Gray noticed this and gave Trixie a surprised look.

"You reinforced my ice sheild?" he asked.

Trixie was feeling drained. "...I've seen...a lot of different kinds of magic...and I've dipped a little into all of them..."

 **"RRRAAAAAAAAGGGHHHHHH!"** the demon bellowed furiously as its flames seemed a waste of energy. Its fury only growing when it saw Natsu devour them; sucking them up like a vacuum cleaner.

"Hahah! Now I've got a fire in my belly!" Natsu chimed triumphantly.

 **"YOU'RE NOT HUMAN! YOU'RE A MONSTER!"** The beast fumed as it threw a punch at Natsu, which he easily dodged. That look on the demon's face... was that...fear?

"You don't get to say that!" Natsu shot back, sprinting up the behemoth's arm.

 **"REQUIP!"** Erza called, the Black Wing armor replacing the previous suit she wore.

" **ICE MAKE: SAUCER!"** Gray called, this time creating a spinning buzz-saw blade that shot toward the demon, slicing into its body.

Trixie held out her left hand in front of her. she had one heavy hitter left in her...she'd make it count... and archs of energy that looked like she had once again taken pieces of the night sky now extended from her wrist, one going up, the other, down; resembling a long bow. she brought her right hand to meet her left, but only for amoment, as she drew it back, forming what looked like a spear made of the northern lights...

"The flames of my right hand!" Natsu declared, his right hand bursting into an intense flame. "...and the flames of my left" Now his left hand was engulfed. "...put the two together and this is what you get!" He brought his hands together creating a large fireball above his head. **"FIRE DRAGON:BRILLIANT FLAME!"** He threw the fireball at the demon with all he had.

Trixie smiled. Her intent all along was to time her last attack with Natsu's, and he didn't dissappoint. **"ORION'S ARROW!"** she called, and released her spell, launching at the demon. Trixie's smile widened as it had the desired effect as it shot through Natsu's flames, drawing them to follow its path. Their combined attack exploded through the demon's chest, a blast of bizarrly beautful rainbow colored flame erupted from its back before it engulfed the demon's abdomen and began spewing out of its mouth and eye sockets, as well as all of the holes that their attacks and made in its body. The demon frantically clawed at its face as it howled in agony before its head exploded in a rain of blazing splinters; it was already half disintegrated by the time it hit the ground...

Trixie was panting as she dropped to her knees. "...we...did it..." she finally said.

"That you did...well done, my children..." Makarov said approvingly. "That was quite the finale, Trixie. you mix your magic with others' well." he commented

"Yeah, that was so cool!" Natsu cheered.

"Oh, yes, that was amazing!" a new voice chimed in.

"You kids made defeating that demon look easy." another said nonchalantly.

Trixie looked toward the sources of these new voices. "...thanks..." she said as she took in the two new people. She then gave Makarov an inquisitive look.

"Ah. gentlemen, this is Trixie Lulamoon, one of the new recruits I told you about." Makarov introduced while Trixie gave a friendly nod. "Trixie, this is Guildmaster Bob of the Blue Pegasus guild." he said gesturing to the large flamboyant man dressed in pink.

"It's delightful to finally meet you!" the man said cheerfully as he held out a hand, which Trixie took.

"Nice to meet you too." Trixie replied.

"...and this is Goldmine; Guildmaster of the Quatro Cerberus guild." Makarov said, indicating a tall middle aged man wearing a wizard's hat much like her own except black with a red band.

"It's a pleasure." Trixie greeted. She shook his hand as well.

"The pleasure is mine." Goldmine said. "Well...I'm not sure what was going on with all that, but I think it's obvious that we all owe a round of thanks to the Fairy Tail guild."

"Ya think so?" another man said uneasily. "...well...even so..." the man trailed off, drawing everyone's attention to the large crater where the conference hall...used to be... "THEY WENT OVERBOARD!" many of them shouted similtaneously.

"Woah, woah, woah...that's all on Blood Diamond and Eisenwald!" Trixie interjected. "Would you have prefered if we DIDN'T chase these guys all the way from Magnolia just to save your ingrate asses?!" she fumed. "And now you have the gall to turn around and hold US responsible for THEIR destruction?!" It had been quite some time since she'd felt this indignant. "Well, why don't you go and jump down into Clover Canyon if ya feel so strongly about it?!"

By the end of her rant, Trixie was panting heavily; a nasty snarl on her face and the guildmasters who had set her off were staring shellshocked at her. Aparrently, they have never had the apallingly large holes in their logic pointed out to them before... "...please explain this to us..." one of them finally said.

Trixie scoffed. "Hell with that noise!" she snarked. she spun on her heel and began walking away. "...Erza, this was your mission, you tell them; I've had enough of twits for one day!"

Erza was taken aback by Trixie's outburst, but proceeded to explain everything from her hearing the conversation at the pub all the way through to Natsu's defeat of Erigor and Lazaro's last second surprise... They were assured that the new information would be taken into account, but Fairy Tail would be hearing from the magic counsil about it some time soon. "Hey, Trixie!" Trixie looked up to see Lucy coming up to her.

"what's up?" Trixie greeted.

"I was wondering how you did all that?" Lucy asked. "...combining your spells with Natsu and Gray's, I mean..."

"I tinker with magic." Trixie said simply. "if a spell doesn't work the way I want it to, then I keep tweaking it til it does; even if it's just to boost someone else's spell." she explained. "Just about all my spells could probably seamlessly combine with someone else's magic...I've always had a particular talent with that, ever since I was little." Trixie scrathed her head sheepishly. "Natsu probably would have finished off the demon without my help with his raw power...I just wanted to get one last hit in..."

...Back at the Fairy Tail Guild hall...

Sunset Shimmer stood in front of the request board, marveling at how varied the magic jobs were... "Maybe I'll take the cursed cane job...?" she mused.

"Going on your first job, huh?" the large man, Elfman inquired.

"Yeah, though i can't decide which one I'll pick yet...I'm thinking I'll probably go for either the cursed cane or the Pirate fort..." she said offhendedly. Trixie had gone off with Erza and her teammates earlier that day, Lightning Dust had resolved to get to know the other guild members by asking to tag along with them on their jobs. She's gone with a small group who called themselves "Shadowgear", Luna was helping Mirajane around the Guild hall as a sort of older sister for the whole guild; anyone who had an issue or just had something to get off their chest, they all seemed to take to her quite quickly. To Luna's credit, she was very good at it, it seemed...

Sunset covered her eyes with one hand, and jabbed at the board with the other..."...did I hit one?"

Elfman laughed. "Yup!"

Sunset looked where her hand had landed to see the Pirate Fortess job. "Oh, cool!" She looked over at the bar. "Mirajane, I'm taking the Pirate fort job!"

"Ok! that's good to hear, good luck!" she said while bringing out a serving tray.

Sunset was earger to try out a couple new tricks that Macao taught her about how to use her fire magic with more efficiency. a peculiar difference between their magic was that Sunset's flames were bright orange and yellow, but would often flicker noxious black... she would have to do some research on that later... but for now, she had some Pirates to slap around. she went back to the apartment that she shared with Trixie, Lightning, and Luna, and prepared for her trip to hargeon port...


End file.
